


We Know You're Watching

by ThreeBulletNecklace



Category: Life Is Strange (Video Game)
Genre: Eventual Smut, Everyone Is Gay, F/F, First Time, Fluff, Humor, LGBTQ Character, LGBTQ Themes, OT3, Polyamory, Porn With Plot, Romance, Seduction, Social Anxiety, Some angst, Threesome - F/F/F, Useless Lesbians, Voyeurism, amberfield, amberpricefield, consensual voyeurism, nothing too much though, pricefield, some jealousy
Language: English
Status: Completed
Published: 2020-07-09
Updated: 2020-12-15
Packaged: 2021-03-04 21:27:37
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 20,573
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25173118
Author URL: https://archiveofourown.org/users/ThreeBulletNecklace/pseuds/ThreeBulletNecklace
Summary: Max Caulfield has been at Blackwell - and back in Arcadia Bay - for a month. In that time, she's been taken under the wing of Blackwell's most popular It Girl Rachel Amber, and also re-cemented BFF status with one Chloe Price, who she's been in love with for years, even as she inevitably develops a simultaneous crush on Rachel.Little does she know, Chloe and Rachel - a couple themselves - are several steps ahead, and have plans for the innocent photographer. Many plans.
Relationships: Maxine "Max" Caulfield/Chloe Price, Rachel Amber/Chloe Price, Rachel Amber/Maxine "Max" Caulfield/Chloe Price
Comments: 96
Kudos: 285





	1. Chapter 1

**Notes for the Chapter:**

> Thanks to r_darkstorm, as ever, for helping me navigate the minefield that is OT3's.
> 
> See you all at the end, and I hope this first chapter is enjoyable.

**We Know You're Watching**

Max Caulfield stirred, groaned, and shifted about in bed. Slowly, but surely, she unwillingly came to the realisation she was awake, something she definitely did not want to be at that present moment.

The culprit? Her alarm clock, whose soft yet insistent beeping may as well have been a buzzsaw ripping through her skull.

She opened eyes still encrusted with sleep, and glared blearily at the offending machine. It read seven fifteen in the morning precisely.

Knowing she couldn’t rationalise going back to sleep, Max groaned for a second time, rolled onto her back and slapped at the alarm clock, aiming vaguely for the off button. It took two tries, but the beeping finally fell blessedly silent.

What Max wouldn’t have given to rewind time, and get another five minutes of sleep.

With a maudlin, long-suffering sigh, Max threw off the covers and rolled out of bed. She winced briefly when her toes hit the carpet and she experienced a burst of pins and needles in her feet, no doubt caused by the folded-up, semi-foetal position she had a habit of sleeping in. 

Max yawned, and glanced around her dorm room, currently suffused in the soft light of mid-fall’s dawn. After an entire month at Blackwell, the room was beginning to feel a little more familiar, a little more _hers_ , rather than some random place that just happened to contain all her worldly possessions. She trailed her eyes over the wall of polaroid photos lovingly displayed over her bed, accentuated with - in her mind - an elegant string of fairy lights. A smile tugged at the corner of her lips as she surveyed the photos, her mind swimming through memories past. She arrived at one particular photo of her and her best friend Chloe pulling faces at the camera

 _Yeah. A little more me._ She thought.

She hadn’t seen her childhood best friend in five years, which admittedly still stung. Even though the two of them had kept in contact via texts, postcards and emails, Max still missed Chloe’s face, more than she had thought possible. She could barely imagine how much Chloe had undoubtedly missed her, especially after William’s death. It had been devastating for the both of them, but leaving Chloe on the day of the funeral had been the hardest thing Max had ever had to do. Chloe had, understandably, not talked to her for a while, even though Max had tried - in vain - to convince her she would have stayed if she had a choice. But, Chloe was nothing if not stubborn. Max couldn’t blame her, either. 

It had taken a while, but contact was slowly re-established, and soon enough, thousands of texts and messages were being exchanged over the years. And now, Max was back, and couldn’t be more excited.

Today was the day she was going to see her best friend again. 

Was she nervous? Hella yes. But the excitement outweighed the nervousness. 

Well, mostly. 

Max had never told Chloe, but even with the long distance separation, the burgeoning feelings she had begun to develop for her best friend in their early teenage years had never gone away. In fact, they had deepened, to the point where Max was _fairly sure_ she was irrevocably, indubitably, in love with the blue haired punk. 

Ah yes, the blue hair. It was both a surprise and a completely expected thing for Chloe to do. After all, Max had been witness, via the proxy of social media posts and an exorbitant amount of selfies, to Chloe’s punk-ification throughout the years. William’s death had obviously hit her hard, and it had been difficult to watch Chloe have to deal with so much anger and grief, mostly on her own. Max knew Chloe had other friends to support her - though Chloe had been weirdly secretive about them, something Max had had the sense not to poke at - but still, watching the girl-now-woman she was harbouring secret romantic feelings for go through so much pain was something Max could barely think about. 

But that was all immaterial now. Max was back, and after today, she was determined to never leave Chloe's side again. Well, as much as she could make it so, given some very recent developments.

She picked up her phone from her bedside drawers and unlocked it. Her text conversation with Chloe was the first thing that greeted her. They had been messaging back and forth deep into the night, like all best friends do, when Chloe had dropped a figurative bombshell on her. 

**Max (01:33): Seriously, I can't wait to see u tomorrow. Its gona be amazeballs.**

**Chloe (01:34): Ohmyglob I know right? were gonna kick so much fukin ass together!**

**Max (01:34): Definitely! Still hard to believe it’s been 5 years tho.**

**Chloe (01:36): ur telling me**

**Max (01:37): I know. And you know I’d never have left if I had been given the choice.**

**Chloe (01:38): Water under the bridge, dude. Youre back. thats what matters.**

**Max (01:38): I know but…**

**Chloe (01:38): But nothin. Anyways, i kinda have a surprise for you?**

**Max (01:39): Oh?**

**Chloe (01:41): yeah so. About meeting tmrw. i might be bringing my gf?**

**Max (01:41): WHAT. You never told me you had a girlfriend? When did this happen? Who is it?**

**Chloe (01:44): Spoilers, dude.**

**Max (01:44): Chloe you HAVE to tell me.**

**Chloe: (01:46): tomorow, i promise.**

**Max (01:46): CHLOE (ノಠ益ಠ)ノ彡┻━┻**

**Chloe (01:47): NO EMOJI.**

And with that, their conversation had temporarily ended. Max had been shocked, but after thinking for a while, had to admit it made sense. Chloe had alluded to seeing a couple of people over the years, though the only explicit partner - male or female - that Chloe had told her about was a guy named Eliot, who Chloe had dumped because he “Went all Nice Guy, know what I mean?” on her. 

It actually wasn’t a surprise Chloe liked girls. Max had known Chloe was queer ever since the punk had drunkenly admitted once to rubbing one out over Pris from _Blade Runner_ . But it _was_ a surprise Chloe had a girlfriend, as she had never once mentioned anyone that close.

Obviously, Chloe had been keeping that one close to the chest. Literally.

 _I wonder who she is, and what she’s like_ , Max thought - with a mix of curiosity and something she tried to tell herself wasn't a pang of jealousy - as she gathered her toothbrush, toothpaste, body wash, shampoo and a towel. Cradling everything somewhat precariously in the crook of one arm, she set off towards the showers.

What with it being both early in the morning, and also a Saturday, the corridor was deserted. Max smiled to herself. There was always something special about being up before everyone else. 

Well, _almost_ everyone else, as it turned out. Max pushed the door to the communal bathrooms open, and almost jumped when she saw there was another human being in there. Though once she recognised who it was, she was entirely unsurprised. 

"Hey, Max." Rachel Amber said, without even looking at Max as she stood in front of one of the bathroom mirrors, dragging a hairbrush through her long, blonde tresses. She was wrapped in a towel, evidently having just finished showering herself. 

"How'd you know it was me?" Max asked, forever amazed by Rachel's ability to seemingly know what was going on at all times. 

"Please." Rachel turned and smiled at her. "No one else here is that much of a nerd that they'd be up this early on a Saturday, and that includes Kate."

"Fair." Max chuckled. "Though if I'm an early bird nerd, what does that make you?" 

“Touché, Max." Rachel's smile morphed into something that looked like a proud smirk. “I guess I can tell you it's an important day today."

"'You guess you can tell me'?" Max cocked a hip to the side. "What's so important about today?" 

"That would be telling." Rachel tapped her nose and winked. "A girl's gotta have _some_ secrets." She continued as she began to walk out of the bathroom. 

"Alright then, keep your secrets." Max teased her. 

"See? Lord of the Rings. You really are a nerd, Max." Rachel said as she disappeared through the door. 

Max smiled and shook her head. It was hard not to like Rachel, she mused as she undressed and swept the shower curtain aside. Rachel was funny, smart, incredibly popular and drop-dead gorgeous, to boot. 

And for some reason, she'd taken a shine to Max from almost the first moment she had stepped into Blackwell. The aspiring actress had taken Max under her wing, almost like she had spontaneously decided to adopt Max after deciding the socially maladjusted hipster clearly had no friends - well, aside from Chloe. Max had at first thought she might have been a 'project' to Rachel - someone to fix and give Rachel a nice ego boost about herself before moving on to the next person, but after a few weeks, she saw that wasn't the case in the slightest. When Rachel was around her, she was almost an entirely different person than the persona she projected around Blackwell. To Max, when they were in private, she was quiet and contemplative. She dropped the facade, and allowed herself to be more open. 

Max had a good idea why. It wasn't hard to see Rachel had a certain image and public perception to preserve at Blackwell. And maybe, when she befriended Max, she had seen a chance to be honest, to be her, to get away from all those perceptions and be Rachel Amber the person, instead of Rachel Amber the idea. 

Naturally, what with the way Rachel treated her in terms of emotional honesty, it wasn't long before Max developed a crush on her, too. The amount of physical contact didn't help, either. Rachel was naturally a very touchy-feely person, and tended to accentuate whatever she said with light touches to Max's arms, shoulders, or even resting her hand on Max's leg. 

For Max, who hadn't even as much as kissed someone yet, it was sometimes a little overwhelming, so much so that it sent her usually non-existent libido into rampant overdrive. She thought that if Rachel asked, point-blank, if Max had ever fantasised about her, the photographer doubted she would be able to lie. 

Max shook her head, trying to fling questionable thoughts of Rachel from her brain before she'd want to use the shower for other activities besides cleaning herself. Instead, she chose to focus on her imminent meeting with Chloe - and Chloe's mysterious girlfriend. 

With Chloe now occupying her mind, Max steadily grew more excited. She couldn't _wait_ to see her best friend again. 

With that in mind, Max turned the shower off, and wrapped herself in a towel. Normally, she would dry herself and get dressed before exiting the cubicle - mostly due to not being comfortable with other people seeing her solely a towel - but the only other actively awake individual in the female dorms was Rachel, and she was long gone by now. 

Returning to her room, Max dried herself off, and set about picking an outfit. She wanted to show off for Chloe a little and emphasise this was Grown Up Max her best friend was now dealing with, but also that she was still the same person Chloe had known her entire life. In the end, she settled on a slightly more punk version of her normal attire: a grey sleeveless shirt featuring a stylised version of a death's-head moth, skinny jeans, and a flannel shirt tied around her waist. 

After adding just a touch of eyeshadow - it was the only kind of makeup she was even vaguely competent with - Max checked herself out in the mirror, and nodded to her reflection. She had a feeling Chloe would approve. 

On top of her bedside drawers, her phone buzzed. Max knew who it would be without even looking. She swore that the mere act of thinking about Chloe was enough to summon her presence. Or, in this case, a text message, which read:

**Chloe (07:36): Yo Max where u at**

**Max (07:36): Just about ready. And you can't complain, you're like way early.**

**Chloe (07:37): Been up 2 hrs alredy. Kinda psychd. Aslo had a shit ton o cofee so yea**

**Max (07:37): I can see that.**

**Chloe (07:38): Shut up and get ur hipster ass dwn here.**

Max chuckled, and stowed her phone in her pocket. She grabbed her trusty satchel and her camera - just in case Chloe had anything extravagant planned - and with a bounce in her step, made her way out of the dorms. 

The mid-October air had a chill to it, mild but still perceptible. Max considered untying the shirt from around her waist and wearing, but decided against it, reasoning to herself that it would ruin her aesthetic. Fortunately, once she had cleared the dorm grounds, the sun forced its way through what was an otherwise fairly overcast day, lending some warmth to the air. 

Max hummed to herself as she walked the short distance to the campus. Excitement was bubbling inside her at the prospect of finally seeing Chloe in person after half a decade. She wondered how they would greet each other; would it be a round of simple 'hey's'? Or maybe just a fist-bump - Max thought she could handle that without making too much of an ass of herself - or would the whole thing be filled with halting pauses and awkward body language? 

Max was still running scenarios in her head when she entered the front grounds of the campus. Her brain was about to start on yet another 'What If', but slammed to a discordant halt when she scanned the grounds and saw just who was sat at one of the benches, scrolling through her phone and casually smoking a cigarette. 

Max's heart leapt into her throat. 

Chloe. 

_Her_ Chloe. 

Sitting not thirty paces from her, like it was the most normal thing in the world. 

As if sensing Max's presence, Chloe looked up, and the two of them locked eyes for the first time in five years. 

Even though the meeting was obviously prearranged, Chloe still looked astonished to see her, though her expression only registered surprise for the briefest of seconds, before rapidly cycling into pure, ecstatic joy. 

"MAX!" Chloe shrieked, and launched herself into a full sprint towards the photographer. 

Max barely had time to register what was happening before Chloe had closed the distance between them and wrapped Max up in a hug that quite literally took her off her feet, swinging Max round in a circle as if she weighed nothing at all. 

Max also shrieked, in both surprise and amusement. She automatically leaned into Chloe's embrace, returning the hug just as fiercely. 

After a couple more spins, Chloe put Max down. The two women stared at each other, breathing heavily, and with matching dopey grins plastered across their faces.

"Hi." Max said, breathlessly. 

"Hi." Chloe said back. 

They grinned again, unable to help it. 

"Dude, you have no idea how good it is to see you again!" Chloe exclaimed. 

"Trust me, I feel the same way." Max replied. "I know we kept in touch, but-" 

"There ain't nothin' like the real deal." Chloe finished, gesturing to herself. 

"Humble as ever, I see." Max observed. 

"Glad you noticed." Said Chloe, the Humble Person. "C'mon, come sit with me." She took Max's hand and led her over to the bench she'd claimed. 

They sat sideways on the bench, facing each other, with one leg folded under itself and the other dangling off the side of the bench in exactly mirrored poses. 

"Max fucking Caulfield." Chloe exclaimed, still grinning like a dork. "Nice outfit by the way. Very punk-chic."

"Thanks." Max tucked a strand of hair over her ear, trying not to appear self conscious or embarrassed. 

"Is it mayhaps for _my_ benefit?" Chloe asked, a knowing look etched into her features. 

"First of all, maybe." Max answered. "Second of all, 'mayhaps'?" 

"What?" Chloe protested. "I know words."

"Uh-huh." Max returned the look. 

"Though seriously, that definitely ain't your usual style." Chloe gestured to the outfit. "So it's gotta be for me."

"Congratulations, Sherlock. You've foiled my nefarious plan." Max said with as much sarcasm as she could muster. "Though yeah, I did think you'd like it." She admitted. 

"Ah, a woman after my own heart!" Chloe play-acted, dramatically laying a hand over her chest and pretending to swoon. 

“God, I forgot how much of a fucking nerd you are, and that’s coming from me.” Max teased the punk, although she couldn’t help but feel a hint of warmth creep into her cheeks. 

“I guess I deserved that.” Chloe chuckled. 

“You did.” Max confirmed. 

She took a breath before committing to the sentence she was about to say: “Though, speaking of women after your heart, where’s this girlfriend of yours? I thought you wanted me to meet her?” 

Max knew exactly why she had had to prepare herself for that question. As much as she did legitimately want to meet this mysterious partner of Chloe’s, she would be lying to herself if she said the feelings she had been processing earlier hadn’t included a blatant amount of jealousy.

“I do.” Chloe replied. “In fact, she should be here any-”

“Hey there, ladies.” A familiar voice called.

Max swivelled, surprised to see Rachel Amber strolling casually across the damp grass of the quad, hand raised in greeting and sporting a lackadaisical grin on her face.

“Hey Blue.” Rachel said when she was closer. She slid gracefully onto the bench, and drew Chloe into a one-armed, side-on hug.

“Rach.” Chloe returned the embrace with a smile.

“Super Max.” Rachel nodded towards the photographer when her and Chloe separated. 

“Hi.” Max managed to shake herself out of her brief surprised spell. “What are you doing here?”

Rachel smiled, flashing her perfect white teeth. “I told you, I had an important thing this morning.”

Max blinked in confusion. “This was it?”

“Yep.”

“But I thought…”

“You thought _what_ , Max?” Rachel asked. 

Both her and Chloe were sporting identical sly grins. 

“I thought I was gonna meet Chloe’s girlfriend?” Max finished.

Chloe blinked no less than seven times, while Rachel let out a clear peal of laughter.

“Wow, Max.” Rachel giggled. “I knew you were innocent, but I didn’t think it was this bad.”

“Innocent? What? I don’t understand.” Max complained. 

This time, it was Chloe who giggled. “Alright, we’ve had our fun, Let’s put her out of her misery.” She took Rachel’s hand. “Babe?”

 _Babe?_ Max thought.

“Way ahead of you.” Rachel smiled at Chloe.

Then, she drew Chloe into a kiss.

Max’s mouth fell open in surprise.

“Oh.”

  
  


**Notes for the Chapter:**

> Man, I love writing Useless Lesbian Max. She's fun.
> 
> Anyway, that's the setup. Now we can get to the real fun stuff... complicated, lengthy discussions about feelings.
> 
> Just kidding. There's gonna be a ton of porn (with maybe a few conversations about polyamory along the way). And you guys know how much I like writing porn.
> 
> See you all next time.


	2. Chapter 2

**Notes for the Chapter:**

> Big thanks to everyone who commented or left kudos on the first chapter. It was actually more popular than I thought it was gonna be, so I doubled down on getting this chapter out relatively quickly, because you're all real fuckin' thirsty, I swear.
> 
> Thanks to r_darkstorm for beta'ing.

"You and Rachel…"

"Yes." Blue eyes twinkled in amusement. 

"You're…"

"Keep going. You can do it." Rachel teased. 

"You're a couple?" 

"And boom goes the dynamite." Rachel finished with a grin. "Yes, Max. We're a couple."

"I legit had no idea." Max confessed. 

"Clearly." Rachel laughed again. "We both love you to bits, Max, but sometimes you're, uh…"

"Real fuckin' dense." Chloe chimed in. 

Max flipped her the bird. 

"I wouldn't have been so blunt, but yeah, you're not the most observant of people." Rachel said, diplomatically so. 

"That's probably fair." Max said after a moment of consideration. "But like, why didn't you two tell me when I first came back? Or when you got together? Hell, I don't even _know_ when you became a thing, and-" 

"Slow down, Super Max." Rachel held up her hands. "Chloe, this feels like your area. Care to fill poor Max in?" 

"Sure." Chloe sat up a little straighter. "Honestly, you can probably blame me if you want. We started dating a couple of years ago, when I was seventeen. So uh, it's not exactly a new thing, and I'm sorry I didn't tell you." Chloe sheepishly ran a hand through unruly blue locks. "I didn't want you to feel like you'd been replaced by Rach. And I know that sounds dumb and probably wouldn't have been true, but it was enough to make me… not tell you. I was afraid you wouldn't like her."

Max raised an eyebrow and cast a look Rachel's way. “I mean, I don't think it's possible to dislike Rachel." She quipped, earning a wink from the aspiring model. 

"Unless your name is Victoria Chase." Rachel joked. 

Max winked back. "But I understand where you're coming from, Chloe. I don't think I would've felt replaced, but, I might've been a little jealous." Max admitted. She frowned slightly as a thought jumped into her head. "Is that why Rachel was like, instantly friendly to me when I came back? Did you ask her to be friends with me?" 

Before Chloe could answer, Rachel spoke. "No. Chloe never asked me anything like that. When I heard from her that you were coming back to the Bay, I _wanted_ to be friends with you. Chloe's told me so many amazing things over the years about Max Caulfield, her best friend, her first mate, and like, how could I _not_ want to be friends with her?" Rachel laid a hand over Max's, in her typically touchy-feely way of illustrating her points. 

"Flatterer." Max joked, deflecting the very real butterfly flip her stomach had just performed, although she still felt some heat creep into her cheeks. 

"I mean it." Rachel insisted. "I know after William you… couldn't physically be there for Chloe, but you were there emotionally for her. Believe me, it helped her so much. And I know that, because I _was_ physically there. You're amazing, Max. You both are." Rachel finished, and took Chloe's hand as well as Max's, linking the three of them together in a chain. 

Max, for one, was completely lost for words. She wasn't great with compliments at the best of times, and Rachel had sounded so earnest and genuine that she was struggling not to feel overwhelmed. 

Fortunately, Chloe came to her rescue. 

"Alright, let's tone down the sappy shit before Max explodes." She said. "Besides, I've got a whole day of fun shit planned, and the sooner we get to it the better. I've finally got my best friend back, and I don't wanna waste a single second." 

She rose up to her feet, pulling Max and Rachel with her. "C'mon, Arcadia Bay's just begging for Captain Chloe and her devastatingly awesome pirate crew to plunder her bountiful booty." 

"You do like your booty plundering." Rachel said, making the double entendre even more obvious by smacking Chloe on the ass. 

"Haven't heard you complaining." Chloe shot back. 

Max blushed, profusely. If the entire day was going to be as… _flirty,_ she had no idea how she was going to survive. 

* * *

Fortunately for Max, the rest of the day proved to be - relatively - flirtation free. It was still present: a hand touch here, a peck on the cheek there, but for the most part, Rachel and Chloe kept it toned down. 

Chloe drove them straight to the Two Whales, where they enjoyed an outrageously large breakfast, replete with a solid five minutes of Joyce commenting on what a remarkable young woman Max had become, much to Max's embarrassment and Chloe's amusement. 

A walk on the beach followed, that eventually became a winding, meandering trek up to the lighthouse they were all so intimately familiar with. For Max, the place hadn't changed a bit, aside from the occasional piece of new graffiti. Max and Chloe spent most of the time reminiscing and picking through dozens of memories with a fine-toothed comb - and of course, regaling Rachel with the funniest stories. Rachel in turn told Max about the various escapades she and Chloe had taken part in over the last two years, most of them of questionable legal status, including a time they had broken into Blackwell's pool in the dead of night in order to go skinny dipping. Rachel remarked that they both managed to get chlorine in places "Chlorine really shouldn't be rubbed into", causing Max's brain to go into overdrive by guessing just what Rachel meant by 'rubbed'. Rachel's sly smile didn't help matters either. 

Eventually, and perhaps inevitably, they ended up at Chloe's 'home away from home': a small oasis of personality clawed out of the surrounding junk. Rachel and Chloe insisted on adding a 'Max Was Here' to the walls, which Max immortalised in polaroid form, of course. The rest of their time at the junkyard turned into an impromptu photoshoot, which Rachel naturally modeled for. Max found photographing Rachel to be incredibly easy. The blonde somehow seemed to know exactly what kind of pose to strike for every photo, a talent Chloe was practically drooling over after only a few minutes. 

* * *

The sun had long since vanished under the horizon, plunging the overcast sky into near-total darkness by the time the trio returned to Blackwell. 

"Dude." Chloe said as the three of them approached the dormitory steps. "This has been one of the best days of my life. I'm fucking serious."

"Hi, Fucking Serious, I'm Max." The photographer immediately jumped on the opportunity. 

While Chloe groaned in response, Rachel wrapped an arm around Max's shoulders. 

"See, this is why we're a perfect trio." Rachel said. "Max is the brains, I'm the beauty, and Chloe naturally fits into the role of long-suffering stooge."

"I'll show _you_ long-suffering stooge." Chloe muttered as she shouldered the door open. 

The next second, Rachel had caught up with her and embraced Chloe from behind, looping one arm around her waist and tracing Chloe's jawline with her free hand. 

"Will you now?" Rachel crooned. "Because in my experience, _I'm_ the one who makes _you_ suffer, in _all_ the right ways."

Chloe visibly shuddered. 

Max couldn't help but notice it. She could immediately feel her face turning red, and hurriedly looked at the wall instead, choosing to focus on one of the whiteboards outside someone's room. 

"You okay, Max?" Rachel's voice punched right through her embarrassment. 

"I - yeah." Max lied. "Just tired."

"If you say so." Rachel replied, although there was something in her eyes that made Max think the blonde saw straight through her with ease. 

"Maybe we should leave it here." Rachel said as she came to a stop outside a bedroom door: hers. "This has been fun as fuck, though. We should definitely do this again."

Max found herself nodding in agreement. 

"Mm-hmm." Chloe draped herself across Rachel's back, crossing her arms over the front of the shorter woman's shirt, long fingers playing across the hem of the shirt. "Speaking of doing things…" She murmured quietly, but not quietly enough for it to escape Max's notice. 

This time, Max's blush was caught by both of the other two women. 

"Simmer down, Chloe." Rachel lightly swatted her hand. "Sorry Max." She addressed the photographer. " _Someone_ can be such a little nympho sometimes."

Max stared resolutely at the floor, her face still burning. 

"Though, uh," Rachel cleared her throat, "Maybe steer clear of my room in particular if you want to preserve your innocence. Because we wouldn't want that to be corrupted, now, would we?" 

Max shook her head, having momentarily lost all command of the English language. She didn't know what Rachel was doing or how she was doing it, but it was having a very specific effect on her. 

"N-no." Max stammered. 

"Good to know." A half-smile twitched on Rachel's lips. "Goodnight, Max." And with those words and a single fluid motion, she disappeared into her dorm room.

Chloe swiftly followed her, flashing a grin at Max before the door closed with a soft clack.

Then, Max was alone. 

* * *

Max lay in bed, staring at the ceiling. 

Thoughts whipped violently through her mind, mostly concentrating on that final exchange, and just what Chloe and Rachel were probably doing at that exact moment. 

Had Rachel been flirting with her? It had _felt_ like flirting, but if it was, why would she do it so openly, so blatantly, especially when Chloe was right there? 

Max balled her hands into fists in frustration. Whenever she thought she had Rachel worked out, she'd go and do a thing that flipped Max's impressions of her completely on their heads. Sometimes, it was truly maddening. 

She rolled onto her side, trying her utmost to cease attempting to divine the meaning of Rachel's actions and go to sleep. 

Instead, her mind flipped from Thought Track One to Thought Track Two: The fact that Rachel and Chloe were about a thousand percent likely to be _doing things_ to each other. Intimate, sensual, pleasurable things. Things that Max definitely had an interest in, even if a physical opportunity to indulge those interests hadn't yet presented itself to her. 

Unconsciously summoned images flashed through her mind: lips, tongues and fingers gliding over taut, shuddering flesh, dipping lower and lower until… 

Max's eyes snapped open. She sat up in bed, breathing heavily. Coiled heat lurked in her core, threatening to spread through her entire body. It was a familiar sensation, and Max was sure that if she slid a hand down past the waistband of her pyjamas, an abundance of wetness would greet her. 

Tentatively, she did exactly that. 

Max breathed out, her voice barely a whisper, when her fingers slid through already slick folds. She was already highly sensitive, and when she tried a firmer touch, she almost jumped from the jolt of sensations it gave her. 

Max was about to explore further, but hesitated when a thought sprung into her mind. She had touched herself to thoughts of Chloe before, but that had always been based on her own fantasies. Masturbating to intimate activities she knew Chloe was involved in literally right now was something else entirely. 

Max felt a small thrill run through her. 

Her fingers rubbed small circles around her clit, causing her to gently roll her hips into her own touch. She tried to picture what Chloe and Rachel might be doing: were they going down on each other, or touching one another, or even using toys? A low moan made its way out of Max's throat as she imagined Rachel pleasuring Chloe with a multiple setting vibrator. 

“Fuck…” Max whispered, grinding her hips into her hand. A sweet, delicious kind of pressure was slowly, tantalisingly building inside her.

But it wasn’t enough. 

Before Max knew what she was doing, she had withdrawn her hand from her soaked underwear, practically vaulted out of bed and silently made her way out into the corridor. 

She snuck down the darkened hallway, immediately alert for any kind of sound or movement. Her heartbeat thundered like a proverbial storm, heightening her senses and making her incredibly aware of just what actions she was being driven to do.

_Max, what the hell are you doing?_ Her inner voice screamed at her, but she ignored it, and continued her stealthy way down the corridor. 

Ever so slowly, taking care not to make a single sound, Max drew ever closer to Rachel’s door.

She paused not two feet from it. She still had a chance to go back to her own room, to play it safe and ignore the burning curiosity, desire, drive - whatever you wanted to call it - inside her.

But where was the fun in that?

Max held her breath, and pushed an ear up against the cool wood of the door.

For a long moment, she heard nothing. But then, she began to make out quiet gasps emanating from the room beyond. Her heartbeat sped up even further. 

Max had obviously never heard what her best friend sounded like when she was making love, but she instantly knew those noises were coming from Chloe. 

Max clamped a hand over her mouth and nose, dampening down the sound of her own breathing as much as possible and straining to hear more of what was going on between Rachel and Chloe.

Within moments, she heard a quiet but obvious moan, and the rhythmic creaking of bedsprings. 

“Rach…!” She heard Chloe breathe. "Keep going… so good." 

At that moment, Max desperately wished she could see what Rachel was doing to the punk. 

"Mm." Max heard Rachel respond. "I love the way you taste. "

_Oh._ Max thought. _So_ **_that's_ ** _what she's doing._

She pushed herself further against the door, listening even more intently. The next thing she heard was the shuffling or bedsheets and a frustrated exclamation from Chloe. 

"The fuck, why'd you stop?!" Chloe complained. 

"Because I haven't even come yet, and my jaw hurts. So it's your turn." Rachel replied. 

Max heard Chloe growl, and what sounded like a large amount of movement. A couple of seconds later, something heavy suddenly thudded against the other side of the door. 

Max almost jumped out of her skin, and avoided yelping in surprise by the narrowest of margins. She retreated for a few seconds, and came close to fleeing back to her own room, but in the end, curiosity and desire won out for a second time. 

Judging from the liberal moans now coming from the other side of the door, Chloe had pushed Rachel up against it, and was evidently doing something the aspiring model was very much enjoying.

"God, your tongue is just - _hunh!"_ Rachel groaned, followed by a series of staccato gasps as Chloe clearly did something involving said tongue. 

Max felt a rush of heat as she pictured Rachel fetched up against the door, Chloe kneeling in front of her, with her face buried between Rachel's legs. 

"I want you inside me, right fucking now." Rachel gasped, and then groaned, long and low, as Chloe slid what Max assumed was a couple of fingers inside her. 

Max's hand, almost unconsciously, crept back into her underwear. Knowing Chloe and Rachel were making love literally inches away, only concealed by a few thin centimetres of wood, was far more exciting than she cared to admit.

"Fuck me harder!" Rachel ordered. "Make me come!" 

Max imagined Rachel was saying that to her. The pressure inside her was back, rising steadily as she stroked herself. 

"That's it!" Rachel crooned. "I'm getting close, so fucking close."

The model moaned again, sounding like she was going to lose control at any second. Max could hear her breath coming in short, raggedy gasps. 

_"Fuck!"_ Rachel whined, her voice high and tight. "You're gonna make me… I'm gonna-!" 

Rachel let out a single, loud scream, that was almost immediately muffled - either by Rachel's hand or Chloe's - as she came. 

Max swirled her fingers as fast as she dared, desperate for an orgasm of her own. She shifted her weight, trying for a better angle. 

The floor under her feet creaked. Loudly. 

"The fuck was that?" Came Chloe's voice. 

Max's eyes opened wide in fear. Her fight-or-flight instincts kicked in, and after a moment of pure panic, opted for 'flight'. 

Throwing caution to the wind, Max ran. 

**Notes for the Chapter:**

> Aww ye, things are gettin' spicy. 
> 
> Though if you thought that was *muy caliente*, just you wait to see what's gonna happen next.
> 
> In general, I'm trying to keep these chapters shorter but sweeter, and hopefully released a lot more regularly. No promises though. 
> 
> Leave a comment if you have any feedback, and I'll see you guys in the next chapter.


	3. Chapter 3

**Notes for the Chapter:**

> Hey everyone, I'm back. A little later than I wanted to be, but here's three thousand words or so to make up for taking a few weeks. See you down below.

In the presumed safety offered by the darkness of her room, Max struggled to calm herself. 

_What the fuck were you thinking?!_ She chided herself. It had been a foolish, stupid thing to do, she decided, eavesdropping at Rachel's door. No doubt they knew it had been her outside the door, or at best, they knew _someone_ had been listening in on them. 

Max paced around her room, continuing to lambaste herself, regretting and cursing every second that her curiosity had gotten the better of her. She was certain that, any second now, she would hear a demanding knock at the door, followed by an undoubtedly and rightfully furious Rachel and Chloe. Would they even still want to be friends with her after the line she had crossed? Max doubted it. 

She collapsed onto the bed and stared at the door, awaiting the inevitable. 

But it didn't come. 

Max waited some more, fraught with anxiety. 

Still nothing. 

She looked at her phone: it had been more than ten minutes since she had fled from the scene of her 'crime'. What was going on? What were Rachel and Chloe playing at? They had to know it was her, right? 

Max crossed her legs and snatched up a pillow, hugging it against her front like it was a lifeline. 

And she continued to wait. 

Another half an hour went by, and still nothing happened. 

Max glanced at the clock. It was now one am. Maybe they were leaving it until the morning? No, she shook her head, they were probably debating how best to let Max know she was a shitty friend. 

She yawned. At this point, she just wanted to get it over with. 

Max tried to hold on a little longer, but after a few more minutes, was forced to lie down and admit defeat in the battle against stress-borne exhaustion. 

_Just a little rest._ She thought. _Just need to lie down for a minute. But only for a minute, there's no way I can afford to slee-_

* * *

Morning arrived with a burst of piercing sunlight that lanced directly through Max's window, hitting the poor hipster directly in the face. 

"Fuck." Max groaned, unwillingly recognising she was once again conscious. 

"Fuck!" She exclaimed again, and rocketed into an upright position, already breathing hard. Hastily, she dug her phone out from under the pillow and unlocked it. 

Nothing. 

With a frown, Max got up and ventured to her bedroom door. Carefully, she opened it and stuck her head out into the hallway. 

More nothing. 

The hall was peaceful, silent. Max cast a glance at her whiteboard, in case Rachel or Chloe had left a message there, only to find it was blank. 

By this point, confusion had mostly replaced her rampant paranoia. Were they waiting for something? Was this the calm before the storm? With no answer immediately forthcoming, and as silently as she had stepped out into the corridor, Max retreated back into her room and shut the door with a soft _click_. 

She sat back on the bed, bemused. She checked her phone again, and was once more met by a frustrating absence of messages. Max made a face. 

Next, she checked every single social media account she knew of for both Rachel and Chloe. Neither of them had posted anything in the last twenty-four hours. 

Essentially, nothing had happened, and nothing was continuing to happen, and nothing was going to continue to happen, presumably for the foreseeable future. 

For lack of a better option, and in an attempt to distract herself, Max went about her usual routine. She showered, grabbed some breakfast, and although it was a Sunday and technically her free time, studied part of one of her photography textbooks she was running a little behind on. After that became tiresome and boring - the textbook was exceedingly dry - she settled in for a movie Warren had recommended to her, although considering the lingering feelings of paranoia that refused to disperse, Alfred Hitchcock's _Rear Window_ may not have been the best choice of viewing material. 

Hours passed, and Max still couldn't push the feelings of unease entirely from her brain. She tried desperately not to hope that they just hadn’t thought of the possibility that Max had been the eavesdropper. Or maybe they assumed it was simply someone passing by in the corridor…

No. She couldn’t allow herself to think that. She had to assume that whatever happened was going to be the worst possible outcome.

Unable to continue ‘relaxing’, Max fell back into pacing around her room. The urge to simply know what was going on was rapidly overcoming her paranoia. Valiantly, Max tried to resist, but in the end she couldn’t bear not having _some_ clue about what the future held for her, Rachel and Chloe. 

Max snapped up her phone. She debated briefly on who would be better to message - ultimately deciding on Rachel, reasoning that the blonde was more likely to be upfront with her. Rachel could be coy, and sometimes deliberately obfuscating to other people, but with Max, she had always been - presumably - almost completely open. 

Max took a breath and began to write, trying to seem nonchalant, even though conveying tone through nothing but text had always been infamously difficult. 

**Max (16:20): Hey Rach. You busy today?**

That sounded innocent enough, didn’t it? And if they didn’t suspect her, something Max kept accidentally allowing herself to think, contrary to her wants, surely it was natural to want to hang out again after they’d had such a good day yesterday? Yeah, that was a reasonable assumption, Max managed to convince herself.

Rachel took an entire ten minutes to respond, during which Max continued to anxiously fret, accompanied by yet more room pacing. When her phone finally buzzed, Max snatched it up with speed borne of being Permanently Anxious.

**Rachel (16:30): Sorry Maxipad! Spending some time with our favorite pirate cap’n today, just the two of us ;). Tho we’ll all hang out soon, k?**

Max stopped in her tracks, and re-read the message three more times in an attempt to discern any hidden meanings or messages. Though no matter how many lines she tried to read between, Rachel’s message appeared to be entirely presented at face value. 

Max let out the giant breath she’d been unconsciously holding. She still had some lingering doubts, but it looked like - somehow - she was in the clear. They didn’t think it was her, or they’d dismissed the noise of the floorboards as something inconsequential.

She almost felt like laughing. She’d spent most of the day worrying over nothing. 

Typical Max.

She shook her head at her own anxiety before tapping out a reply to Rachel.

**Max (16:32): No worries, keep Chloe out of trouble! Soon sounds good to me, too!**

She had a flicker of doubt that she sounded too enthusiastic, but dismissed it as her being irrational. It was a perfectly natural sounding message. 

Her phone buzzed as Rachel replied almost immediately.

**Rachel (16:33): Now that’s a tall order. Her and trouble always come together. I should know, she calls me trouble often enough… ;)**

Max blinked rapidly, frozen in place. She had read that right, hadn’t she? 

She read it again. There was no mistaking the innuendo in there. Was Rachel normally like this when talking about partners of hers? Max had nothing to compare it to, and as such had absolutely no idea. Even so, she felt heat creep into her cheeks as her mind summoned the sounds she had heard Rachel and Chloe making the previous night. 

Max put her phone down, already breathing hard. 

She shook her head again, trying to physically fling the invasive thoughts from her brain. 

“God fucking damn it.” She swore, when instead of her attempt working, her errant mind accompanied the sounds - now seared firmly into her memory - with imaginative pictures of what they had clearly been doing.

Max growled. Now she needed a distraction.

“I’m going for a walk.” She announced to no one in particular. 

* * *

The walk, Max decided, had been a good idea.

She strolled leisurely across the campus, on her way back to the dorms. Her route had taken her down to Arcadia Bay itself, where she grabbed a burrito from a conveniently located truck, and then continued on to the beach, happily munching the entire time. She meandered across the beach, spending most of the time staring out at the vastness of the ocean. She wished she’d brought her camera, as the light playing across the waves was unquestionably gorgeous as the day wound slowly towards the evening. 

Two hours later, the sun was creeping further and further towards the horizon and a chill had begun to permeate the air, forcing her back towards Blackwell. 

Max completed her path across the campus and entered the dorms. With it being a Sunday evening, the corridor was relatively quiet. Low level music was audible from someone’s room, but apart from that, the place was still. Calming. 

As she headed down the corridor, Max couldn’t help but stop outside Rachel’s room for a quick listen. This time, she studiously avoided the creaky floorboard, but all she heard was the low murmur of conversation, punctuated by a laugh or two.

They were clearly having what sounded like a relaxing time with each other, so Max elected to head straight to her room and not intrude on their privacy.

Max raised an eyebrow at herself, feeling more than a little hypocritical. 

_Yeah sure, give the two friends you spied on some privacy. That’s fuckin’ rich._ She thought as she entered her room. 

Max sighed, feeling another uncomfortable knot forming in her stomach. It felt a lot like guilt. Which, she supposed was something she should naturally feel. It wasn’t like Rachel and Chloe had consented to being listened to while engaged in something incredibly private.

Although…

Max cast her mind back to the final conversation she’d had with the two of them. Rachel had said she didn’t want Max’s innocence to be corrupted, specifically implying her and Chloe were about to do… _things_ … to each other. Why would she do that? There was the message from earlier as well, which had clearly been deliberate. What was she getting out of getting Max riled up? She clearly knew it was going to affect her in some way, otherwise why bother saying the things she was saying? 

But, Max thought, countering her own line of thinking, she could simply be reading way too into things in a subconscious effort to placate her own guilt over deliberately indulging in an act of voyeurism. 

Max groaned. She was a photography student, not a junior psychologist. Getting into people's heads, including her own, definitely wasn't her specialty. 

Feeling overwhelmed and like the walk had been entirely fucking pointless, she threw herself down onto the bed, and collapsed face first into a pillow. At present, her mounting guilt was wrestling with her confusion over Rachel's - no doubt intentionally - obtuse actions. 

Her thoughts and feelings continued to grow inexorably, taking her well into the oncoming night, and proving immune to all forms of distraction. 

Should she confess and potentially ruin the friendship with both of her best friends? The steadily increasing guilt she felt was definitely poking her in that direction. But at the same time, the lack of clarity over just what Rachel's intentions were was utterly maddening. Did Chloe know what Rachel was doing? She had been right there when Rachel had mentioned corrupting Max's innocence, so surely she was aware of it? 

When no obvious answers were immediately forthcoming, Max almost screamed. 

She _needed_ to know. The uncertainty was too much to bear. And if it turned out Rachel was just being… her… with no ulterior motives concealed within her actions, Max decided she would tell Rachel - and Chloe - everything, and beg their forgiveness. 

Her mind now set, Max needed a plan. A simple message asking how their day had gone was innocuous enough. It wasn't as if Rachel had said they were going to be so busy Max couldn't message her at all. 

Max opened her messaging app, determinedly avoided looking at the last confusingly suggestive message from Rachel, and composed a reply. 

**Max (22:34): So how was your day? I walked by your door earlier and heard you both giggling, but I didn't wanna bother you.**

Max winced at the hypocritical pang she felt immediately after she typed those words, but as a lead in, she supposed it worked. 

Rachel replied within minutes. 

**Rachel (22:37): Pretty great actually. Just chillin now. What about my favorite hipster?**

Max narrowed her eyes. Rachel's reply was far too… _normal_ for her liking, aside from the pet name. 

**Max (22:39): Nothing much. Studied, watched a movie, went for a walk.**

**Rachel (22:44): Oh hey, same. Well, apart from the studying. Chloe's allergic to it, even though she hasn't gone to Blackwell for years. But anyway, we went exploring and stuff.**

**Max (22:45): Sounds fun!**

**Rachel (22:46): It was! I love finding new places. You should come with us some time.**

Well, Rachel certainly didn't _sound_ as if she had any Max-based suspicions, which she supposed was a positive, but the obvious problem with simply messaging was that Max couldn't read Rachel's facial expressions. As well as that, Rachel's replies were still sounding maddeningly regular, completely devoid of the innuendos and suggestive themes of earlier. 

In short, Max was in the exact same place she had been at the beginning of the conversation. 

**Max (22:49): That sounds great, but like, is there anywhere in Arcadia Bay any of us haven't been?**

**Rachel (22:51): You'd be surprised ;p. Me and Chloe are always finding new ways to explore places.**

There it was. Max felt a blush begin to rise in her cheeks as she imagined just what kind of exploring Chloe and Rachel would be doing. 

Her phone buzzed again, yanking her out of her reveries. 

**Rachel (22:54): Anyways, gotta go. We worked up a hell of a sweat earlier so I'mma hit the shower.**

Max jumped to her feet. There was her opportunity. If Rachel was showering, she'd be away from Chloe, and Max could feign needing to wash her face or something as she attempted to glean anything else from the enigmatic blonde. 

She waited a few slow, torturous minutes - Max didn't want to appear suspicious by immediately following Rachel into the bathroom - then gathered her wits and headed out into the dark, almost eerily quiet corridor.

A sliver of light was visible, peeking out from under the door to the communal bathroom. Max knew they worked on a timer, and usually turned off after a certain length of time with no movement. Rachel was definitely in there, Max could already hear the faint sounds of water running. 

As soon as she began to push the bathroom door open, Max knew something was up. The sound of the water wasn't a steady stream, as it should have been. Instead, the flow was being interrupted in regular, rhythmic intervals. Concerned, but still curious, Max continued forward, taking care to open the door as silently as possible. 

However, when she slipped through into the bathroom itself, Max froze in place. 

Giggling was emanating from the sole occupied shower stall. Giggling accompanied by small gasps, and every few seconds, low moans. 

Max realised she had been very, very wrong about Rachel being on her own. 

"Rach!" Came a sudden, much louder gasp. 

Yeah, Chloe was _definitely_ in there with her. 

Max made to turn and leave, but found she couldn't. Something was urging her to keep going. Something primal. Something _hungry._

Against her better judgement, and ignoring all the doubts, guilt and anxiety-ridden thoughts she'd had throughout the day, Max crept closer to the stall. 

She fetched up against the cool tiles of the next stall over, taking care to keep her feet from being visible in the gap between the shower curtain and the floor. Rachel and Chloe were only feet away now, and alongside the gasps and moans, Max could hear other, _wetter_ sounds. 

Max's heart rate was skyrocketing. Her stomach had birthed a million butterflies. She was the most terrified she had ever been in her life, but also the most excited. It was like electricity was coursing through her veins instead of blood.

Slowly, and with the utmost care, Max leaned around the corner, positioning herself so she could see through the two centimetre or-so gap between the shower curtain and the wall. 

When Max saw what was going on, she had to slam a hand over her mouth to stop herself from gasping out loud. 

Chloe and Rachel. Naked. Their bodies entwined in an intimate embrace. Rivulets of water ran down their bodies, flowing gracefully over the curves of their breasts, waists, hips and thighs.

 _Wet_ . Max thought. _Hot wet lady flesh._

It was a miracle her brain could even string more than two words together. 

She cast hungry eyes down the two women's bodies to where Rachel's hand was working between Chloe's legs. They were angled to the side slightly, so Max couldn't quite see what was going on, but the way Rachel's hand was moving, causing Chloe to shudder and gasp and her hips to buck into Rachel's ministrations was utterly captivating. 

Naked women, Max decided, were a new favourite thing of hers. Especially naked women she had crushes on. 

As Max watched, enraptured, Rachel spun Chloe around so her front was against Chloe's back. The blonde looped one arm around Chloe's side, between the punk's bicep and her ribs, and cupped the swell of her breast, rolling a dusky pink nipple between long, talented fingers. Rachel's other hand remained between Chloe's legs, but now Max could explicitly see what she was doing to Chloe. 

Two of her fingers were buried deep inside Chloe, stroking in and out at a luxurious rate. Chloe's hips followed the movement, clearly seeking greater contact. 

"Rachel!" She gasped, again. 

"Do you wanna come?" Rachel crooned.

"Yes!" Chloe panted. "You better fucking keep going!" 

A wry smile twisted Rachel's mouth. She withdrew her fingers from inside Chloe and moved them to her clit, where she began rubbing the sensitive nub in tightly concentrated circles. 

Chloe clearly liked it, as her knees threatened to buckle and her thighs shuddered with the effort of standing. 

"So close!" She whisper-shouted. "Fuck, you're gonna make me -!" 

Chloe threw a hand over her mouth. It wasn't quite enough to stop a long, high moan from escaping from between her fingers as she came into Rachel's hand, her hips bucking wildly with the force of her orgasm.

Max's eyes were as wide as they could go as she watched her best friend come. It was mesmerising in a way she couldn't describe, and a sight she wouldn't forget any time soon.

"Good girl." Rachel murmured into Chloe's ear. She brought a hand up and trailed her nails along the path of Chloe's jawline. 

"You're always so beautiful when you come." Rachel continued to praise her. "Anyone would think so."

Then, in a heart-stopping moment, Rachel lifted her gaze. 

And looked straight at Max. 

**Notes for the Chapter:**

> Oh god oh fuck. Max. What are you doing.
> 
> Anyway. I wanna say sorry again for taking ages to publish this chapter, especially after the last one ended on a cliffhanger. I moved country in August, so finding the time to sit down and write was almost impossible in the midst of trying to get my life in some semblance of order. Hopefully this chapter has been worth the wait.
> 
> The next one also hopefully won't take anywhere near as long to publish, but no promises. As ever, leave a comment with feedback if you have any. I try to respond to every comment I get, and they're all welcome. See you all next time.
> 
> Edit (4th September, 2020): 69 subscribers ( ͡° ͜ʖ ͡°). Can we get a "Nice" in the comments.


	4. Chapter 4

**Notes for the Chapter:**

> Oh hey, I managed to write a chapter in less than a month. I really hope you guys enjoy this one because I fucking loved writing this chapter, and I think it's come together pretty well.
> 
> Thanks to my editor and beta reader r_darkstorm for helping me out with a few narrative kinks (pun intended).

The eye contact was fleeting, only lasting a brief moment, but it was solid, real, and shook Max to her core.

Her heart leapt into her throat, and it took every ounce of resistance she had not to scream in shock. From a physical standpoint, it felt like her entire nervous system was suddenly plunged into icy cold waters. It was pure, unadulterated shock.

Mentally, Max simply wasn’t there. Every thought, every little process had come to a complete standstill, leaving her almost entirely blank.

Thankfully, if that was even the correct word, it only lasted half a second, as in the next moment, something in Rachel's eyes changed ever so slightly - it looked almost like a… twinkle? - and everything came flooding back. Max had to stop herself from collapsing to the floor from the initial cascade of brain activity. 

Then, Rachel did something Max never would have expected. 

She smirked. 

_What the fuck._ Max's inner voice said. 

_What the FUCK._ It continued, when instead of screaming at Max, or covering either herself or Chloe, Rachel turned Chloe around so they were facing each other once more, and forced the punk down onto her knees. 

"My turn." Rachel proclaimed. 

When Chloe enthusiastically tilted her head up in order to run her tongue through Rachel's outer lips, Max couldn't take it anymore. 

For the second time in twenty-four hours, she fled. 

"What the fuck." Max hissed - out loud this time - to herself as she entered her room. "What the hell is going on?" She continued, much clearer and louder. 

Rachel had seen her, there was no doubt about that. So why didn't she seem upset? Max racked her brain, searching for a reason why. Rachel - and therefore Chloe too - would have also worked out it was her outside Rachel's room last night as well. So why weren't they confronting her? What was Rachel's game? 

Max resumed the pacing that was rapidly becoming a habit, glancing at the door every few minutes, convinced once again that any second now, she'd hear a furious knock and a demand to know exactly what the hell was wrong with her. 

Except, Rachel had _smirked_ , hadn't she? Max was sure she hadn't imagined that. Had Rachel let Max see her? The possibility flitted across her mind, dancing tantalisingly in front of her. No, it probably wasn't likely. What possible reason would someone have for _wanting_ to be seen _en flagrante delicto?_

Max glanced at the door, wondering what was taking them so long. According to her phone clock, it had already been half an hour since Rachel saw her watching them. 

Max stopped in the middle of her room, and furiously thought for a few minutes. 

"Fuck it." She eventually declared. If something was going to happen, it would have happened by now. 

Max climbed into bed. 

She suspected her overactive brain would make sleep difficult, but that proved not to be the case. The combination of mental exhaustion and the multiple mile walk earlier in the day was too much for her to overcome, and within minutes, Max was out cold. 

* * *

When Max returned to consciousness, it was harsh and immediate. One moment she was asleep, the next, she catapulted awake, already breathing hard. 

Her dreams, which were numerous, had been suffused by sensuous shapes and presences: sometimes Chloe, sometimes Rachel, and other times a combination of the two. 

Max groaned. She couldn't escape them, not even in her sleep. A heavy throbbing in her abdomen attested to that fact. Suspiciously, Max stuck a hand into her panties, and groaned in frustration when she immediately felt wetness. 

Just what she needed. 

With an unimpressed sigh, Max stripped off her clothes and grabbed a fresh set for the day from her closet. She dressed, and with a sense of mounting doom, checked her phone. No messages, but Max did note that today was Monday, and - with a heavy lurch from the ever-present butterflies in her stomach - Monday meant she had classes. With Rachel. Two classes, in fact.

Just great. 

Steeling herself for the worst, Max made her way down to the showers, mentally running through every single scenario she could think of. 

It proved to be a fruitless endeavour,as Rachel, thankfully, wasn't there. 

Max hopped into a stall, taking care to choose a different one to the one Chloe and Rachel had occupied last night, and proceeded to go through her normal morning ablutions. She tried not to think of what her two crushes had been doing in there only hours ago, with minimal success. The image of Rachel and Chloe's wet, nude, sinuous forms was forever burned into her brain now. 

Fortunately, she was saved from her errant train of thoughts travelling any further, as Victoria, who was checking her pristine makeup for non-existent imperfections, began having a disagreement with Taylor, who was a couple of stalls over. 

Wanting to avoid the fireworks, Max hurriedly finished up, dried herself, dressed, and got out of there as quickly as she could, before Victoria took out whatever issue she was having on everything around her - including Max. 

After a brief trip back to her room to collect her bag, trusty grey hoodie and various textbooks, she set off for the academy itself. As usual for a Monday morning, Blackwell was a hubbub of activity, which - if nothing else - gave Max a small sense of normality. 

Normality which lasted all of five minutes, when Max walked into her first class of the day - world history - and saw Rachel sitting at the back of the class, next to Max's usual seat. Upon seeing the photographer, Rachel smiled cheerily, lifted a hand, and waved. Max hesitated for a moment, then tentatively waved back. 

Still feeling utterly confused as to what Rachel's game was, Max went and sat next to her. 

"Morning!" Rachel chirped brightly as soon as Max settled into her seat. 

"Morning." Max answered. Rachel's sprightly demeanour wasn't doing anything to dampen her suspicions. In fact, it was heightening them. 

"Beautiful day, right?" Rachel said, continuing to smile. 

"... Sure." Max agreed, not even bothering to look outside. 

Seemingly satisfied with initial morning pleasantries, Rachel began humming, and opened her textbook. 

Max rapidly blinked. Why was Rachel being so _normal?_ It hadn't even been twelve hours since she’d seen Rachel engaged in one of the most intimate acts someone could witness, and Rachel _knew_ Max had seen her. 

_What gives?!_ Max thought. 

Unfortunately, her question had to wait, as before she could even think of how to ask Rachel just what in the fuck was going on, class began. 

Even though world history was a class Max normally enjoyed, she couldn’t focus for even a single minute. Every thought, every fiber of her being was consumed by how fucking nonchalant Rachel was being. She had to find out something, _anything_.

Stealthily, she fished her phone out of her pocket, and fired off a message to Chloe.

**Max (10:19): Hey Chlo. You busy?**

**Chloe (10:20): nah dude. just chillin. Wassup?**

**Max (10:21): Is Rachel acting … normal? To you? You know her better than me.**

**Chloe (10:23): yeah she seems p normal to me? Havent noticed anything weird if thats what you mean. Why whats she doing???**

**Max (10:25): It’s probably nothing, ignore me.**

Max put her phone away. Messaging Chloe hadn’t helped in the slightest.

The rest of the class passed in a blur. Max barely paid attention; her mental faculties were far too concerned with her current predicament. Unfortunately, when class ended Rachel almost immediately disappeared, but not before giving Max an enigmatic wink. 

It did nothing but confuse Max even further. 

During lunch break, Rachel was naturally nowhere to be found. Max ate on her own, after fobbing off an overly-enthusiastic offer from Warren to eat lunch with him by claiming she had a headache. 

Her class immediately after lunch was her second and final class of the day with Rachel, and unsurprisingly, Rachel conveniently reappeared just in time. Again, she sat next to Max, and again, she simply chit-chatted as normal. The class went by in much the same manner as the first, with Max being unable to concentrate on the subject at hand and Rachel acting as if everything was still perfectly normal - though Max could have sworn she had an almost imperceptible smile gracing her lips. 

As soon as class ended, Max made a beeline straight for Rachel, but was partially blocked by a group of students loitering in the middle of the room. By the time Max was able to make her way around them, Rachel was once again gone.

“Fuckin…!” Max swore. At this point, she didn’t care that Rachel had seen her, or what the consequences would entail. She just wanted to know what was going on.

Frustrated and confused, Max stalked back to her dorm room, muttering angrily the entire way, and once she was safely ensconced within her room, flung herself on the bed in a huff. 

“Rachel I swear…” Max moaned. 

She thought once again of what she had seen, how Rachel’s eyes had sparkled enigmatically when she lifted her head and held Max’s gaze, and how her head had fallen back in pleasure as Chloe went down on her. 

Had Rachel told Chloe? It didn’t seem like it, judging from how Chloe had answered her messages earlier. Chloe was usually pretty forthright, too. She wore her heart on her sleeve and had always told Max _exactly_ how she was feeling. It wasn’t in Chloe’s nature to not be an open book. So Chloe would’ve confronted Max already.

Right?

 _Although,_ Max’s mind said, _She didn’t tell you she was dating Rachel now, did she?_

“Shut up, brain.” Max ordered.

_No._

“Urgh!” Max screamed into a pillow.

* * *

Hours later, Max was still consumed by questions, and getting really fucking tired of them. Was this going to be the rest of her existence at Blackwell? Analysing her friends’ every word and action for hidden meanings and intentions? 

No, surely something would give eventually. Max couldn’t fathom having to continue like this for … how long would it even be?

She picked up her phone where it lay discarded on her bed. It was already past ten at night.

Max blinked. Where had the evening gone? 

Suddenly, and before Max could ponder the answer, her phone rang.

Max yelped, jumped, and dropped the phone. It bounced once, then skittered under the bed.

“Shit-shit-shit!” She swore while fishing for the still-loudly-buzzing device. After a few stressful seconds, she located it, yanked it out from its temporary purgatory, and looked at the screen.

It was Rachel calling.

“Shit.” Max repeated, this time in a terrified whisper.

Hesitatingly, and with shaking hands, she swiped the answer button.

“Rachel?” She asked, after a couple of seconds of silence. 

No answer.

“Rach? You there?” Max said. 

Nothing.

Max frowned. Rachel was messing with her again, wasn’t she?

Then, she heard a brief shuffling noise, what sounded like a _“Hm”_ \- Rachel’s voice - and then the call suddenly disconnected.

Max jumped to her feet, still staring at the now black screen of her phone. 

Her heart was beating entirely too hard again.

She glanced at the door, then back at her phone, and finally back to the door again.

“Fuck this.” 

Max strode purposefully out into the corridor, heading straight for Rachel’s room. She didn’t care about having been seen anymore. She didn’t care how coy Rachel wanted to be. She was going to get an answer if it killed her.

As she approached Rachel’s door, Max noticed a sliver of light emanating from within the room, wrapping around the door-frame and spilling out ever so slightly into the darkness of the dorm corridor.

Max narrowed her eyes. That had to be for a reason.

She slowed her pace, and crept up to the door. A by-now-familiar tingling sensation spread through her, as well as the usual butterflies. Max ignored them, while subconsciously acknowledging this would be the third time in three days she would be spying on one of her friends.

Though, something told her this time was going to be different. She could feel it.

She reached the door, and lined her eyes up with the small crack of light - only a centimetre or so - between the frame and the door. 

Immediately, she saw skin, glowing almost gold in the light suffusing Rachel’s room. She also saw the graceful curve of a lower back and part of one hell of an ass, as well as the immaculately straightened tips of a wave of long, strawberry blond hair.

Yeah, that was definitely Rachel’s butt.

Unconsciously, Max bit her lip.

The butt moved out of view, causing a surge of disappointment in the young photographer.

However, the disappointment only lasted a few seconds, as it was immediately replaced by a wave of terror.

Suddenly, Rachel - now wearing a cream-coloured robe - yanked open the door, surprising her.

Max froze. A sense of pure, unadulterated panic gripped her as she found herself staring into Rachel’s face.

Rachel narrowed her eyes, her mouth curling into the same smirk she had given Max the previous night.

“In. Now.” Rachel commanded.

Max obeyed, her brain still swimming in panic - by now, a surge of adrenaline.

She entered the room, as she had so many times before when the two of them had hung out, only this time, she was fairly sure it was going to be the last time.

To her surprise, Chloe was reclining on the bed, wearing the usual band shirt and shorts that comprised her pj’s. She looked up from her phone as Max entered, and broke into a mile-wide grin, adding confusion to Max’s mix of panic, paranoia and gamut of other emotions.

A soft click sounded from behind her. Max turned and found Rachel had shut the door. 

_Fuck. Fuck fuck fuck. This is it._

“Max.” Rachel said.

_Oh god._

“We know you’re watching.”

_FUCK._

“In fact.” Rachel’s smirk reached maximum level. “We were counting on it.”

“Wait what?” Max blurted out. Her brain crashed into a wall, coming to a total, screeching halt. 

“Oh, my sweet, summer child.” Rachel laughed, and sat on the bed. “Come on, sweetie, sit down.” She patted a space between her and Chloe she’d deliberately left. 

"I think we've got a lot to talk about."

* * *

“Alright.” Rachel said, when all of them were settled. Her and Chloe were sat cross-legged, on either side of Max, who was sat with her legs hanging over the edge of the bed and her hands bunching two fistfuls of the duvet. “Where do you wanna start, Max?” She continued.

“First of all,” Max said, her brain having finally clicked into gear, “What the _fuck_ is going on? Did you know it was me listening the other night? Are we still friends? Like, have you been playing a game with me this whole time? And what’s the deal with you two fucking in the shower and not freaking out at me seeing you, because I fucking _know_ you saw me and my head’s been threatening to explode ever since, and why didn’t you say anything today and-”

“Whoa girl, slow down. Breathe.” Rachel interrupted, placing a hand on Max’s shoulder. Chloe mirrored her, and softly laid a hand on Max’s other shoulder.

“Short answer: yes we knew you were listening, yes we’re still friends, yes we’ve been playing something since the beginning - both me and Chloe - and as for the last one; a few reasons.”

When it looked like Max was immediately about to launch into another torrent of questions, Rachel placed a finger over Max’s lips, stopping her.

“Let’s start from the beginning.” Rachel said. “Max, we know you’re in love with Chloe, or at the very least have some hella strong feelings for her.”

“I -” Max began to say, then clamped her mouth shut, and blushed furiously. She wanted to look at Chloe, but couldn’t bring herself to unglue her eyes from the floor.

“Max, it’s okay.” Chloe said, gently, softly. “Look at me.” 

With a substantial effort, Max did, and then found she couldn’t look away. Chloe was smiling, in a way Max had never seen her smile before. It was an open, relaxed smile, that somehow conveyed Chloe’s affection for her, and also cemented Chloe’s reassurances: everything _was_ okay. 

“You can tell me.” Chloe said, still gently. 

Max believed her.

“I - yeah I do.” Max managed to stammer out. “I love you. I always have.”

At this, Chloe beamed the brightest smile Max had ever seen. She could have fallen in love with her all over again.

“Do - do you like me?” Max asked, even though she was fairly sure she knew the answer. 

“No.” Chloe replied, and Max felt her stomach do a back-flip. "I _love_ you, dummy." 

Max's stomach flipped again, but this time, it was out of pure joy.

“It was Rach who noticed.” Chloe continued. “Right?” 

“It was pretty obvious.” Rachel said, with a sly grin. “I don’t think there was a single day where Chloe _didn’t_ mention you, even when we got together. It was pretty clear she was head over fucking heels for you, and judging from the way you two kept talking, you had feelings for her as well, Max. And like, you have no idea how fucking happy Chloe was when you said you were coming back. Believe me, I've never seen her so psyched."

"But what about you?" Max asked. "Weren't you bothered or jealous about me and Chloe having f-feelings… for each other?" Max paused, still blushing. Saying it out loud felt utterly surreal. "I mean, you two _are_ a couple." She forced herself to finish her sentence. 

"Dude, you can't help who you fall in love with." Rachel replied with a knowing smile. "And I'd rather you two have those feelings than bottle them up and turn them into something toxic."

“So you were coming back, and naturally, I was curious to see what you - Max Caulfield, the woman my girlfriend can never keep quiet about - were like."

"And then I met you,” Rachel kept talking, “And I saw how… _Max_ you were, and everything Chloe said became obvious. Like, _duh,_ of course you're just as amazing as she said."

Rachel paused and swallowed, seeming uncharacteristically nervous. "And I'd be lying if I said I hadn't fallen for you, too."

Max's heart felt like it skipped at least two beats. 

"I, uh… _Wow_." Max said. She felt the need to fan herself: having both of her crushes confess to her on the same day was something she wouldn't have predicted in her wildest dreams. 

"But it's okay if you just like Chloe." Rachel hastily added. "I know it's a little much and-" 

"No," Max shook her head. Feeling emboldened, she looked Rachel directly in the eye. "I'd also be lying if I said I haven't been crushing on you for weeks now." She admitted. 

Rachel grinned. "Well, that works out pretty damn nicely."

"But what about the other stuff? Like, I've been going out of my fucking mind with anxiety over the last two days." Max pointed out. "I genuinely thought I'd destroyed our friendship."

"That's ... it was all my idea. Chloe was in on it, but I convinced her." Rachel admitted. "And it sounds like I took it a little too far. I'm sorry, Max. Truly."

“I can accept that, but, why? What were you getting out of…?” Max waved her arms in a general way that indicated the events of the weekend. 

“We wanted to see if you were interested.” Rachel said, matter-of-factly.

Max rapidly blinked several times. “You- you could’ve just asked?” She pointed out. 

“True, but this way was _much_ more fun, and you got to watch two hot-as-hell ladies fuck each other.” Rachel countered.

The blush returned, flooding Max’s cheeks with colour. “I - I guess, but I felt like I was spying on you. I felt guilty as fuck, especially when you saw me watching you guys, and when you just acted normally today I didn’t know how to deal with and I just ...I’ve been a fucking mess all day!”

To her surprise, Rachel drew Max into a tight embrace. “If I’d known it was gonna make you so anxious, I wouldn’t have done it.” Rachel whispered. “I thought it would’ve been just a bit of fun, but clearly I was wrong.”

“It’s - it’s okay.” Max said, and found she meant it. She hugged Rachel back. “I think if I was more confident about … romantic stuff, I maybe would’ve been more confident or knew what you were doing, but, this is all new to me.”

Rachel drew back, but left her hands on Max’s shoulders. “Don’t do that, don’t blame yourself. I’m the one who took things too far. Next time, how about I just ask you out on a date?”

“I … I think I’d like that.” Max said.

“Only if I get to come.” Chloe interjected. 

Rachel’s eyes glimmered. _“Very_ interesting choice of words there, Chlo.” 

This time, it was Chloe’s turn to blush. “You know what I mean.”

Despite her emotions still swimming close to the surface, Max couldn’t help but giggle. 

“See? Max gets it.” Rachel grinned.

Max grinned back. “I’ve got another question.” She said.

“Shoot.”

“Weren’t you, like, embarrassed? I saw you and Chloe, well, naked.”

At this, Rachel laughed. “Please. I love being naked, especially when it’s around people who I think are gonna appreciate it. Plus I’m hella body confident, like, have you _seen_ me?” 

“Trust me,” Chloe said, her eyes travelling up and down Rachel’s robe-clad body, “She _loves_ being naked. You’ll find that out pretty quickly.”

Max’s cheeks burned even redder at both the memory of Rachel - and Chloe’s - unclothed, water-drenched bodies, and the thought of the two of them voluntarily disrobing in front of her.

“You’re no slouch either, Chlo.” Rachel reached over and ran her fingers down Chloe’s forearm, causing the punk to visibly shudder. “And I’m sure Max would agree. Wouldn’t you, Max? Looks like you’ve got a couple of thoughts about that on your mind.” She said, indicating Max’s obvious blush.

“I- I, uh…” Max stammered. 

“Rach, don’t be mean.” Chloe came to Max’s defence. 

“Oh, but I thought Max liked seeing me and Chloe all wet and nude and all soaped up?” Rachel teased.

“Rachel.” Chloe chastised her.

“Alright alright, I’ll dial it back. For now.” Rachel winked. “You okay, Max?”

“Yeah, I think so.” Max breathed, fanning herself with the collar of her T-shirt. “But I think I’ve got one more serious thought, I guess?”

“Go for it.” Chloe said.

Max took a breath. “I love Chloe.” She said - causing Chloe to grin again. “And I definitely have feelings for you, Rachel. And you both have the same feelings for me.”

“Always.” Chloe said.

“Definitely.” Rachel confirmed.

“So where does that leave us?” Max asked. “Like, what do we do? Are we all just gonna … be a thing? The three of us?”

“I mean, I'd be hella into that." Chloe replied.

“If you’re asking ‘are we going to be a polyamorous triad’, I don’t see any problem with that. In fact, I’d be over the fucking moon about it.” Rachel said.

Max blinked, taking a moment to process it.

“So... “ She said slowly. “Are we all … girlfriends?”

“Partners.” Said Rachel.

"Partners in crime." Chloe added. "If you'll have us.”

“Yes.” Max replied, without a second’s hesitation.

The three of them immediately broke out into dorky, giggly grins. 

“Well,” Rachel enthused, “You sure hit the jackpot: your first ever girlfriends are the two hottest ladies in Arcadia Bay.”

“Girlfriends…” Max tried the term out, rolling it around her mouth. “I have girlfriends.”

“Damn right you do.” Chloe agreed.

“This _definitely_ calls for a celebration.” Rachel declared. She extended her arms and wrapped the other two women up in a gigantic bear hug. 

“What kind of celebration?” Chloe asked.

“What she said.” Max chimed in. She was curious, but still ever so slightly trepidatious.

Rachel released the two of them, and stood up. She took a couple of strides forward, then turned to face them.

“I might have an idea or two. How about we give Max a night she’ll _never_ forget?” The lascivious smirk was back on the aspiring model’s face.

“What does that - _oh.”_ Max said. Realisation shot through her.

With a tantalising wink, Rachel dropped her robe.   
  


**Notes for the Chapter:**

> Boi we gettin' real spicy next chapter.
> 
> So yeah, I guess that was the dramatic climax of the story. Next time will be the "physical" climax ( ͡° ͜ʖ ͡°). Personally I'm hella happy with how this chapter has turned out, as well as the whole OT3 thing. But if you have any feedback, you're more than welcome to leave a comment. I tried to maintain a balance between having a decent conversation about polyamory, while also wanting getting to the good stuff.
> 
> Anyway, I'll see you guys in the next chapter. I'm not sure how long it'll take to write, since I've never written a threesome before and I'm pretty sure it's gonna be a logistical nightmare in terms of who's doing what to who and what positions everyone's in. So we'll see how that goes. 
> 
> See you all next time.
> 
> Edit 21/09/20: Yo I realised I fucked up and posted this a day too early on the 20th instead of the 21st, but HAPPY BIRTHDAY MAX CAULFIELD!


	5. Chapter 5

**Notes for the Chapter:**

> Hoo boy, been a long time, hasn't it? Sorry for taking so long, hopefully it hasn't been too bad waiting for the "climax" to this fic. Lengthy note down below, as I imagine you'll want to read the fic first. See you at the end.

Max couldn’t look away.

A perfect vision stood before her, and she reveled in its beauty. Her eyes roamed greedily over Rachel’s body, taking in her thighs, hips, waist, breasts, and the neatly trimmed strip of hair between her legs.

Even though Rachel had obviously been fully nude in the shower, seeing her then was _nothing_ compared to her voluntarily throwing off her sole garment, and baring herself entirely for Max to see.

 _“Wowser!”_ Max breathed.

Chloe bit her lip.

Rachel posed for a moment, placing a hand on canted hips. Then, she sauntered lazily towards Max, putting an extra roll into her hips.

“Told you she loves being naked.” Chloe said in a stage whisper to Max.

“Again, only with people who are gonna _appreciate_ it.” Rachel said, running a hand from her breasts to just under her navel, and stared straight at Max with her trademark smirk. “Which I think Max is definitely doing right now.”

Max didn’t respond. She was too busy looking intently at Rachel’s hand and where it was going.

“Want a closer look?” Rachel crooned, and closed the rest of the distance between her and Max. She then straddled Max, who was still sat on the edge of the bed, though Rachel took care to rest on her knees and place her forearms on Max’s shoulders, creating a small amount of distance between them in case Max was overwhelmed. Even so, Rachel was still practically pushing her breasts into Max’s face.

“I-I-I-I-” Max stammered like a broken, repeating record player. Rachel - an entirely naked, smiling, romantically-interested-in-Max Rachel - was on top of her. 

The thought was a little overwhelming. 

“I … I’ve never…” She tried to say.

“We know.” Rachel continued to smile encouragingly. “Don’t worry, we’ll make this _so_ fucking special for you, I promise.” 

And she leaned in for a kiss. 

“Wait!” Max managed to force out. “I’ve never, um…” She resorted to pointing at Rachel’s lips, hovering mere inches from hers.

Rachel drew back, a surprised expression on her face. “Wait. You’ve never kissed anyone?”

Max shook her head. “No.”

Immediately, Rachel climbed off of her. “In that case, there’s no way I’m stealing your first kiss. Chloe, get over here.”

Enthusiastically, and reminiscent of a hyperactive puppy, Chloe scooted up the bed, until she was sitting hip-to-hip with Max.

“Chloe should be your first.” Rachel declared. “You two have had feelings for each other for years, and I’d feel fucking terrible if I got in the way of that. You two should kiss. Please.” 

Chloe looked at Max, appearing hopeful but still hesitant. “Do you - do you wanna…?”

“Of course!” Max breathed.

They leaned towards each other, a little awkwardly, a little hesitantly, but still with clear and solid intent. 

Now only mere inches away, Max could feel Chloe’s warm breath ghosting across her lips. 

She was about to kiss her best friend.

Max closed her eyes. 

Chloe’s lips - warm, soft, and inviting - met hers, and like a puzzle piece clicking into place, everything was right with the world. 

Max's heart thrilled. Chloe - her constant, her crush, her everything, her _partner_ \- was kissing her. 

It felt like the most natural thing in space and time. 

It felt _right._

Chloe parted her lips, coaxing Max further in. Instinctively, Max followed, and kissed Chloe back, greedily, hungrily. 

She didn't even realise she was running out of breath until she physically had to break away, gasping. 

She looked up at Chloe, who appeared to be having the biggest dopamine rush of her life. Her eyes were half lidded and a definite red tint had crept into her cheeks, as well as her lips still being parted as if Max was still kissing her.

“Wow.” Max heard Rachel say, her voice cutting through the fuzzy rush of feelings that had hit both her and Chloe. “That was more than enough to get a girl hella worked up. I mean, _holy shit!”_

Max blushed, feeling a little embarrassed, but grinned anyway. 

“So,” Chloe rejoined the conversation, having seemingly recovered her faculties, “What was it like to receive that magical first kiss, O newly anointed woman of the world?”

“Well,” Max reached over and cupped Chloe’s cheek, “I wouldn’t say no to doing it again.”

“Woah, hey, if there’s gonna be more kissing, I insist on being involved.” Rachel declared. She sat back down on the bed and took up her previous position sitting next to Max. “I _really_ want to find out what kissing you is like, compared to Chloe.” She said to the photographer. 

“Can I…?” Max asked Chloe, indicating towards Rachel with a tilt of her head.

“Dude, you don’t need to ask my permission.” Chloe extends an arm towards Rachel. “Go right ahead.”

Max turned towards the model, who sat back on her hands and fixed Max with a half-lidded smile.

“Come at me.” Rachel said. It felt like a challenge.

Emboldened, Max surged forwards and captured her lips. It was a much harder kiss than the one she’d shared with Chloe, even though Rachel’s lips felt softer overall. She felt Rachel smile, and swiped her tongue across Max’s lips, seeking entrance. Max was only too happy to oblige her.

Then, she felt a second pair of lips brushing along her jawline: Chloe’s. The punk was peppering the side of her face with little, closed-mouth smooches, working her way towards Max’s mouth. Max briefly turned her head, moving away from Rachel’s enthusiastic ministrations for a few seconds in order to kiss Chloe again.

“Hey,” Rachel said in mock outrage, “Who said you could join?”

“Are you really complaining?” Chloe murmured against Max’s lips.

“Fuck no.” Rachel whispered, seeing that Max’s neck was now open to her. She wasted no time, and began assaulting the increasingly sensitive skin there with her tongue, teeth and lips. 

Max shuddered. Feeling the two women kissing, touching, licking and nipping her was almost too much. Her skin felt as if it were aflame: her nerves were screaming out as pleasurable sensation after pleasurable sensation overloaded her brain. 

She hadn't even taken any clothing off yet. 

Her hands automatically wandered, desperately searching for anything she could touch: Chloe's back, Rachel's hip, a thigh, a cheek… individual bodies didn't matter anymore. All Max cared about was having the two of them as close as possible. 

A sudden, overwhelming desire to see her two partners punched its way to the forefront of Max's mind. She opened her eyes, and was surprised to see the three of them had all somehow fallen sideways onto the bed in a tangle of bodies and limbs. 

A rush of just how much _body heat_ they were emitting struck her, accompanied by a sharp hit of out-of-nowhere claustrophobia. 

"Wait!" Max broke away, struggling to free herself. 

"Too warm." She exclaimed once she had extracted herself. “Too much.”

"You okay, Max?" Chloe asked, concerned. Rachel hiked an eyebrow, conveying the same sentiment with just an expression. 

"Yeah." Max nodded. "Just got a little overheated and overwhelmed. It's a lot, y'know?"

"Totally." Rachel replied. "We can take things at your pace. You’re doing amazing so far, I’m pretty sure most people would explode if they got to make out with either of us. Especially if one of us is like this.” She gestured to her still entirely naked body.

Max’s eyes zeroed in on Rachel’s form, again. “That’s, uh, pretty true.” She said, biting her lip.

The lascivious smirk crept back onto Rachel’s face. “And hey, if you’re too warm, you could always just take a few layers off.” She waggled her eyebrows at Max. 

Max paused, considering. She _did_ want to take things further; several days of being rampantly horny alongside her anxiety was more than enough to push her towards… _experimenting_ \- especially if Chloe and Rachel were involved - but she'd also never undressed in front of anyone either. 

But then again, there was a first time for everything. 

Max stood and, imitating Rachel's actions from a few minutes ago, took a couple of paces forward. 

"Fuck it. Why not?" She declared. 

Chloe's jaw dropped and Rachel's eyebrows shot back up her forehead. 

"Are you sure?" Rachel began to ask. "It's a big step and-" 

In response, Max stripped off her hoodie and dropped it on the floor. Then, as quickly as possible, followed suit with her shoes, T-shirt, jeans and socks, leaving her in just her underwear. It wasn't the sexiest pair - just a plain white bra and panties - but from the way Chloe and Rachel were gawking at Max's newly bared skin, she felt confident enough in herself that it didn't matter. 

"Well, that's me told." Rachel sat back. 

Chloe simply whistled in appreciation. 

For a moment, nothing happened while the two women continued to take in Max's almost naked form. Then, Rachel spoke. 

"Chloe, sweetie, you're being rude." She said. 

"Wha - how am I -" Chloe began the protest. 

"I'm butt-naked and Max is being _very_ generous right now." Rachel twirled a slender finger, indicating Chloe's pyjamas. "Strip." She commanded. 

Chloe shrugged. "Fair enough." She said, and went to remove her shirt.

"Wait." Rachel stopped her. "Make it a show for us." She grinned lecherously. 

"Dude, really?" Chloe complained.

"Hey, you know _exactly_ how hot it is when you put a little bit of effort into it. Plus it's dear Max's first time. I think she deserves a little something, don't you?" Rachel pointed out.

Chloe turned to Max, who shrugged. 

“I wouldn’t complain.” The photographer said.

“As you wish.” Chloe fixed Max with a look that was nothing short of scandalous.

She switched position from cross-legged to kneeling - on both knees - and grasped the hem of her shirt. Slowly, Chloe pulled it up across her torso, making sure to arch her back as much as possible, thrusting her midriff into high relief. With a wink at Max, Chloe pulled the shirt over her head, leaving her top half solely in a form-fitting black bra. Next, Chloe turned so Rachel and Max had a decent view of her ass. When she was sure they were watching - they were, intently - she slid her shorts down over her hips and legs with an exaggerated shimmy. Under the shorts, Chloe was wearing a bright orange pair of underwear, with palm trees dotted across the fabric.

Max couldn’t help but bite her lip unconsciously. Chloe was a lot more toned than she had imagined. 

“Enough of a show for you?” Chloe sarcastically asked.

“Just about.” Rachel answered. “Seven out of ten.”

Chloe stuck her tongue out.

“So, what now?” Max asked. Now that her and Chloe were almost naked, it felt _much_ more real. So much so that her earlier confidence had all but faded.

“Well, ideally, we’re all gonna fuck.” Rachel said, matter-of-factly.

“Right. Yes. Sex.” Max said. “With you two.” She took a deep breath, which the other two noticed.

“Max, we don’t have to go any further if you don’t want to.” Rachel said. “This whole thing is about you.”

“I know.” Max said. “I’m just - just a little nervous.” 

“Can we do anything to help?” Chloe asked.

“C-can I kiss you again?” Max blushed a deep shade of red. “I liked it a lot before…”

“Of course!” Chloe enthused, already getting up off the bed and making her way over to Max.

“Yeah, you two should _definitely_ kiss again.” Rachel chimed in. “Because I get to watch.”

Ignoring Rachel, Chloe wasted no time in taking Max into her arms. Max suppressed a shudder - she’d never felt so much of someone else’s warm, soft skin on her own before. Then, Chloe’s lips were on hers - eager, hungry - and all her insecurities felt as if they were banished.

Greedily, Chloe kissed her, drawing Max flush against her. She ran her hands down the photographer’s back, eliciting a small body roll and a hitch in Max’s breath. At this, Chloe grinned, and let her hands travel down and grab Max’s ass.

Max squeaked, like a kitten.

Chloe grinned wider.

Emboldened by Chloe’s actions, Max did the same, kissing Chloe back ferociously.

“...God _damn_!” Max heard Rachel whisper. 

It only encouraged her.

Determinedly, Max moved a hand upwards and around, and cupped one of Chloe’s breasts. Automatically, Chloe pushed her chest forward, encouraging Max to touch her further. Inexperienced as she was, Max still recognised the cue, and after a brief second of hesitation, ran her thumb over the swell of Chloe’s breast - though she was surprised to find two solid, unyielding points around where she assumed Chloe’s nipple was.

Her confusion must have travelled through the ongoing kiss, as Chloe momentarily broke away and looked down at where Max’s thumb was resting.

“Nip piercing.” She explained. “Wanna see?” 

Max found herself nodding.

In one smooth, practiced motion, Chloe unfastened her bra and shucked the straps down her arms. It fell to her feet, already forgotten.

“Nice, right?” Chloe gestured, proudly, to her breasts and the aforementioned nipple piercing.

Max nodded again, staring intently at Chloe’s chest. She had no idea how she had missed the piercing when she had seen Chloe in the shower - no, that wasn’t _quite_ true, as her focus had been on what Rachel had been doing to other parts of her at the time - but it definitely suited her.

“Dude, are you just gonna stare or are you gonna touch me?” Chloe laughed.

Max continued to stare, heedless of Chloe’s suggestion.

“Are my tits that hypnotic?” She asked Rachel, who shrugged.

“Yo, Earth to Max.” Chloe waved.

“Wha-” Max began to say, but was interrupted by Chloe grabbing her head and shoving it into her chest. After the initial shock of being so suddenly grabbed wore off, Max decided she very much liked having her face nestled between a pair of warm, soft breasts. 

_“Fuck yeah.”_ She mumbled.

Chloe giggled at the tickling vibration Max’s voice sent through her chest. “C’mere.” She said, and tilted Max’s face upwards for another kiss.

Max melted into it, her earlier apprehension entirely gone. Chloe’s presence felt nothing but safe, warm and open, and Max wished she could just fall forever into the affection and love Chloe offered.

She felt hands - two _more_ hands - on her shoulders, and after a moment of confusion realised Rachel must have gotten up off the bed and circled around them. An exceedingly warm body pressed itself up against Max’s back, and the hands on her shoulders began to rub, and a noticeably wet pair of lips began to kiss their down the back of her neck. _Definitely_ Rachel.

Max let out a long, pleasurable breath. The combination of Chloe’s kisses and Rachel’s other ministrations felt heavenly, and Max fervently wished it would never end.

There came a twitch and a deft flick, and then Rachel’s hands were running unimpeded up and down Max’s back. With a start, Max realised Rachel had undone her bra. Instinctively, she shifted her shoulders, and the piece of material swiftly joined Chloe’s on the floor.

Two warm, soft hands moved from her back, to her side, and finally to her breasts. Max gasped out loud when a thumb and forefinger rolled one of her nipples between them, and then repeated the action with the other nipple.

She could practically _hear_ the grin Rachel was no doubt sporting. 

Unconsciously, Max moaned from the continued attention Rachel was lavishing on her breasts. A moan which Chloe appeared to appreciate, as the punk kissed her with renewed fervour. Max kissed back, already becoming addicted to the feeling of Chloe’s lips on hers. 

_“More!”_ She breathed.

Chloe was only too happy to obey. She broke away from the kiss in order to run her lips across Max’s jawline, and when she reached the end, began taking a path down the photographer’s neck, making sure every single inch of heated flesh received a kiss, or a lick, or a graze of her teeth. When she reached Max’s chest, Chloe gently nudged one of Rachel’s hands aside, and took a rosy pink nipple into her mouth.

Max gasped again, and pushed her chest towards Chloe in a mirror image of how her partner had reacted earlier. Satisfied with Max’s reaction, Chloe gently teased the nipple between her teeth, then gave it a flick with her tongue - causing Max to twitch in response - and continued her path downwards.

Wait.

_Downwards._

Was Chloe going to…?

Max opened her eyes and looked down. Chloe was still kissing her way down Max’s stomach, now just below her navel. As Max looked on, Chloe stopped, tilted her head up and met Max’s eyes, silently seeking permission.

Yes, Chloe was definitely going to, should Max let her.

With a shaky breath, Max nodded.

Chloe grinned, and with just one tug, pulled Max’s underwear entirely off. 

This was really, actually happening. 

Max’s legs trembled, in _antici-_

Chloe knelt down in front of her, and gave Max her best _'I'm gonna fuck you'_ bedroom eyes. 

Max forgot to breathe. 

Then Chloe dipped her head, and ran her tongue in between Max's legs. 

- _pation._

Max let out a strange noise - somewhere between a mewl, a moan and a sharp intake of breath - and instinctively gripped the back of Chloe’s head with both hands.

The sensation of Chloe’s tongue running through her folds initially felt _incredibly_ weird; it was so unlike anything Max had felt before, and much different from whenever she’d pleasured herself.

It took a few seconds to adjust, but after the initial surprise of how odd it felt, and with Chloe’s tongue gliding smoothly over already sensitive skin, Max found that she very much liked what Chloe was doing. 

She moaned, long and low, as Chloe’s tongue circled her entrance, then stroked back upwards, inching towards her clit.

“Hey, I think she likes it.” Rachel crooned next to Max’s ear. “What do you think, Chloe?”

“I don’t know,” Chloe replied, briefly pulling away, “I think we need to do some more testing.”

She dipped her head back down, but instead of resuming her exploration of Max’s inner folds, went directly for her clit.

Max immediately gasped, and bucked her hips involuntarily. She hadn’t been prepared for just how good Chloe’s tongue felt against the sensitive little organ. 

“Fuck…!” Max breathed, letting her head fall back onto Rachel’s shoulder. Her hips were already rolling, seeking more of Chloe’s deft touch. 

Chloe, to her credit, expertly kept up, her tongue never straying from Max’s clit for even a single second. She lavished it with attention, moving her tongue in short, sharp flicks that had Max sounding like she was hyperventilating within seconds. 

While Chloe was occupied with her tongue-led assault, Rachel was applying some expert attention to Max’s neck and breasts. She laid kiss after kiss on the steadily reddening skin of Max’s neck, punctuating them occasionally with small nips from her teeth. Simultaneously, she rolled a nipple between her fingers, very much enjoying how her actions - in combination with Chloe’s expert tongue - made Max squirm that extra little bit more.

For Max, her senses were rapidly being sent into overdrive by the multitude of different, pleasurable sensations. It was almost overwhelming, but in a decidedly good way. From Chloe’s lips and tongue to Rachel’s slender fingers finding and dancing over seemingly every sensitive spot on her skin, Max was swiftly falling apart.

All too soon, she felt a familiar pressure in her core. In the one part of her mind that was still capable of forming thoughts, Max wasn’t surprised; she had been a pent-up, horny mess for days, and as such was no surprise the flood of _things_ the two women were making her feel were desperately urging her towards an orgasm. That same part wished she could’ve lasted a little longer, but the rest of her brain ignored it, choosing to focus on the very real fact that she was about to come, and on Chloe’s face at that.

 _“Oh god!”_ She gasped. Her hands wound their way into Chloe’s hair again, demanding the punk stay exactly where she was. “I need - I need…!” 

Correctly interpreting Max’s words, Chloe sped up as much as she could, ignoring the ache beginning to bloom in her jaw.

Rachel also had the right idea. Her teeth clamped down on Max’s neck, while she simultaneously sucked hard on the reddened skin. At the same time, she cupped Max’s breasts, teasing a nipple in each hand.

Max flung one of her arms back, scrabbling for any kind of contact with Rachel, and found the blonde’s shoulder.

“Are you gonna come?” Rachel crooned into her ear.

Max nodded frantically, her eyes screwed shut and an almost pained expression adorning her face. She didn’t quite trust herself to speak anymore. 

“Good.” Rachel said, the warmth of her breath ghosting over Max’s ear. “We _want_ you to come for us. You deserve it. _Let go._ ”

Something about Rachel’s words was enough to push Max over the edge. She cried out as her orgasm, like an out of control train, hit her with full force. Her legs tried to slam shut, but instead clamped around Chloe’s head, while her thighs shuddered uncontrollably. She felt something incredibly warm, and heard a muffled squeal from Chloe, but she was so caught up in the wildfire spreading through her entire body that she barely even noticed.

Max wasn’t sure how long the orgasm lasted; time was now a big ball of wibbly-wobbly, immaterial stuff, but when it eventually abated and she found herself capable of coherent thought again, she found she was drenched in sweat, and her legs no longer appeared to want to do their job of holding her up any more. 

“Help.” She squeaked as her knees gave way. 

Fortunately, Chloe was swift enough to catch her - and prevent Max from potentially gaining any embarrassing bruises. She hefted the petite hipster into her arms and carried her - bridal style - over to a comfy chair nestled in the corner of the room.

“Fuck me, Chloe what did you _do?!”_ Rachel asked. 

Chloe simply shrugged. “”Nothing I don’t normally do.”

“It was both of you.” Max half gasped. “It was just all so … _holy shit.”_

“Makes sense.” Rachel said. “I said it before, but your first time, banging me and Chloe is pretty much as good as you’re ever gonna get.”

“Not gonna argue with that.” Max said, a lazy, endorphin-saturated grin slowly spreading across her face. “That was, well, wowser.”

“Oh, I can tell.” Chloe raised an eyebrow and pointed to her face, where for the first time, Max saw an abundance of wetness.

“Oh.” Max said.

“Anyone ever tell you you’re a hell of a squirter?” Chloe joked. “Wait, no, they wouldn’t have.” She corrected herself. “So did _you_ know?”

Max shook her head. “Never happened before.”

“Wow.” Chloe looked far too impressed with herself. “I’m taking that as a win.”

“Is she always like this?” Max directed her question at Rachel.

“If she’s just got someone - meaning _me_ \- to come... pretty much.” The model admitted.

“And if it involves getting said person to squirt while _also_ giving their V-card a good punching, double points.” Chloe grinned.

Rachel let out a long-suffering sigh. “One: getting your V-card punched really doesn’t matter these days, and two: sex isn’t a competition, Chloe.”

Chloe made a mock-incredulous face. “Uh, yeah it is. And I win. I win at the sex, all the time.” 

“Really?” This time Rachel raised an eyebrow. “Wanna put your money where your mouth is?” 

“Only if it’s a challenge.” Chloe shot back, grinning.

“What do you think, Max?” Rachel turned her attention to the photographer, who was still laid out in the comfy chair. “Should I let Chloe try to ‘prove’ herself?”

“I - I think so?” Max stammered.

A machiavellian grin twisted Rachel’s expression. “Excellent.”

“You.” Rachel turned towards Chloe, and pushed gently but firmly in the direction of the bed. “Lie your ass down. And you,” She looked back at Max once Chloe had obeyed her instructions, “You get to watch. Properly, this time.” 

Before Max could ask what exactly she would be watching, Rachel put a hand on Chloe’s chest and pushed her down so she was lying flat on the bed, swung a leg over her now-prone partner, and scooched up Chloe’s body until her hips were centred over Chloe’s face. Then, she turned so she was facing Max.

“Oh.” Max said, for the second time in five minutes.

Rachel winked at her, then, with practiced ease, lowered herself down onto Chloe’s face.

Max saw Chloe’s tongue dart out, immediately seeking - and finding - Rachel’s most sensitive places. Rachel let her head fall back, and a soft sigh escaped her lips as Chloe got to work. 

“That’s it, right there…” She said quietly when Chloe found her clit, and began lavishing it with wide, slow circles with her tongue. 

Slowly, Rachel began to grind her hips, ensuring every swipe of Chloe's tongue met her with the maximum possible amount of friction. For Max, it was a captivating sight: even though they had barely begun, Rachel was enveloped in her own pleasure. Her eyes were closed, and a small but beatific smile had crept its way across her lips. 

"Max, are you watching…?" She breathed. 

Instinctively, Max nodded, before realising Rachel still had her eyes closed. "Y-yes." She hastily confirmed. 

"Good girl." Rachel sounded more pleased at the prospect of Max watching than she sounded while being eaten out by Chloe. "Don't you dare look away. I want you to watch Chloe make me come."

Max couldn’t have disobeyed her even if she wanted to. Something about simultaneously being complimented and commanded by Rachel was utterly intoxicating.

 _This has definitely awakened something in me._ Max thought. 

"Max." Rachel said again, this time making direct eye contact. “Touch yourself. I wanna watch you."

"But I already came." Max pointed out.

“Fortunately,” Rachel forced out in between increasingly ragged breaths, “We’re all women here, and women can - _hghn, thankfully-_ come multiple times, instead of just one - _fuck, Chloe_ \- disappointing male orgasm.”

It seemed obvious in hindsight, but Rachel was right. Before, Max had normally stopped at one, since it usually felt like too much effort to try and come for a second or third time. There had been a couple of occasions when a second orgasm had been within reach after coming once, but those opportunities had been few and far between. But now, in this present situation, Max could already feel her libido willingly rising to the occasion once more.

The idea of Rachel watching Max get herself off to the sight of the other two women making love was far too tantalising to resist.

Instinctively, Max reached downwards, and slid a finger through folds still slick with moisture. The lingering level of sensitivity made her twitch a little, but after a few experimental strokes, Max decided she could very much go for another round. 

As the first spikes of pleasure hit, Max slouched down further into the chair until she was practically horizontal. She opened her legs for better access - as well as to satiate a sudden compulsion to give Rachel a better view.

“That’s it…” Crooned Rachel, her eyes glued between Max’s legs even as Chloe’s tongue relentlessly dove between her own. “That’s so fucking hot, Max. Keep going."

Max didn't have to be told twice, nor would she have stopped if Rachel had commanded her to do that instead. Watching Rachel and Chloe fuck was the most erotic thing she’d ever seen, and she’d be damned if she was going to miss a single second.

Circling her clit in tight little spirals, Max began to roll her hips in time with each stroke. She moaned, liberally, adding her voice to the increasingly loud series of gasps coming from Rachel. 

_"Fuck,_ Chloe!" The aspiring model exclaimed. She lurched forward, unable to keep her balance, having to support herself on her hands in order to prevent herself from collapsing entirely. 

A muffled giggle emerged from between Rachel’s thighs, sending chaotic but pleasant vibrations up through her mouth and lips, straight into Rachel’s clit. She let out a surprised but happy gasp. “I should get you to laugh more often, that felt _real_ fucking good.” 

Instead of laughing, Chloe hummed, and found it produced a near-identical effect: a sharp gasp, this time followed by a violent thrust of Rachel’s hips. 

“You keep that up and I’m gonna-” Rachel began to say, only to be cut off by her own moan when Chloe hummed again. 

A high-pitched cry distracted them before Chloe could attempt to respond. Rachel looked up to find that while she had been occupied with finding new things Chloe could pleasure her with, Max had slipped two fingers inside herself, and was now slamming her fingers in as hard as she could, while her other hand continued to stimulate her clit.

“Ooh, I think Max is gonna come again.” Rachel observed. “Are you, Max?”

Max nodded vigorously, her eyes screwed shut yet again. A red blush had crept down from her cheeks, all the way to the middle of her chest. Sweat beaded across her skin, and plastered her hair to her forehead. As she approached her second orgasm, she bit her lip, hard enough to split the skin.

“Rachel!” She exclaimed, reaching as deep inside herself as she could. 

“You can do it, Max. Come for us.” 

Max’s eyes flew open, and with a shriek, she did. She didn’t squirt like the first time, but it was still strong enough to cause her to arch her back off the chair, her entire body shudderingly violently as she rode wave after wave of an intensely forceful orgasm.

As it slowly subsided, Max slumped back into the chair. Her eyes had glazed over, but she still made an effort to keep her gaze trained on Rachel and Chloe. Watching the photographer get herself off had clearly had an effect on the blonde, as she was clearly barely in control of her own hip movements, which Chloe was having visible difficulty keeping up with.

“That - that was - oh god ... “ Rachel moaned, finding herself unable to articulate her thought in its entirety. “I wanna come so fucking bad!” She instead whined, desperately grindings her hips into Chloe’s mouth. 

Seconds later, Rachel got her wish. Seeing Max come for her, as well as Chloe performing some wonderful fast flicks with her tongue, proved just enough to send her sailing over the edge. She stiffened up and flung her head back, letting out a single, choked cry. Her abdominal muscles clenched, and her thighs quivered, and a beatific smile graced her features as a gush of liquid hit Chloe directly in the face. 

"Fucking _finally!"_ Rachel exclaimed when her orgasm petered out. "I hella needed that." She swung a leg over Chloe, and collapsed back onto the bed. 

"I noticed." Chloe sat up with a grin. "I almost fuckin' choked just then. You came a ton, dude."

Rachel shrugged. "That just means you're doing your job well. Though I think seeing Max over there-" 

Max waved, grinning lazily. 

"-Come like that - which, hot as fuck by the way - _may_ have helped me out. Y'know. Just a little." Rachel grinned back. "Now get over here, Max. I wanna cuddle the fuck out of both of you."

Max was only happy to oblige. With some considerable effort, she levered herself out of the chair and tottered over to the bed on still-shaky legs, where she proceeded to let herself fall onto the soft mattress with a loud _whump_ , right next to Rachel. 

The two women shared a satisfied, lazy look at each other, acknowledging their newfound intimacy in a silent, yet profound, conversation. 

The moment, however, was interrupted by Chloe, who loudly cleared her throat. 

"Y'know, I'm glad you two are making goo-goo eyes at each other, but if ya hadn't noticed, I'm the only one here who _hasn't_ come, and I think I deserve a little somethin'." She pointed out. "Plus, like, I'm pretty sure you could drown a toddler in my panties right now.

Rachel raised an eyebrow at Max. "She makes a hella good point." She observed. "Aside from the metaphorical toddler drowning."

Chloe eagerly nodded. "Yes, she does make a good point." She chimed in. 

Rachel ran slender fingers down Max's side, eliciting a small shiver from the photographer. "Wanna do the honours, Max? And by honours, I mean Chloe."

Instantly, Max's heart rate jumped up a few notches. She tried to figure out why, and realised that, while Chloe had eaten her out and she'd watched Rachel receive the same treatment, she hadn't actually _done_ anything to either of them. 

Max thought she should probably rectify that. 

"I think I can make that happen." She nodded. 

Chloe smiled, but bit her lip at the same time, creating an expression where she appeared pleased, but also hesitant. 

"You sure?" She asked Max. "'Cos I know we've done a lot of stuff today, but it's still a big thing for you and I'd be happy with Rach if-" 

Max reached over Rachel and pressed a finger to Chloe's lips, interrupting what was rapidly becoming an uncontrolled ramble. 

"I'm sure." And Max gave her a smile she tried to pour every ounce of her love and affection for Chloe into. Then, she quickly moved her hand from Chloe's lips to between her legs, dipped her fingers under the waistband of Chloe's underwear, and gave an experimental stroke through folds that were astonishingly wet. "I'm pretty sure you want me to, as well."

Chloe nodded sharply, already having to stop herself from bucking her hips. 

"Lie down." Max commanded. Chloe did so, and Max clambered over Rachel - who gave Max an affectionate slap on the ass when she ended up briefly straddling the model. She positioned herself over Chloe, who gazed up at Max with heavily lidded eyes. Max lowered herself down enough to give Chloe the most feather-light of kisses. As she ghosted her lips over Chloe’s, her lover automatically tilted her head up in an attempt to deepen the kiss. 

Teasingly, Max moved away, and placed her index finger over Chloe’s lips for a second time.

“I said lie back.” Max stated, as commandingly as she could.

“Yes, Ma’am.” Chloe said with a grin. “I think I like Max being bossy.” She turned and said to Rachel, who smirked and waggled her eyebrows in response. 

"Well, you better get used to it." Max said, attempting to come off as confident, but accidentally veered into sounding adorable instead. Even so, Chloe played along. 

"Sounds good to me." The punk grinned. 

Max winked, then bent back down for another kiss. This time, she pressed up hard against Chloe, who kissed back with an abundance of spirit. Then, Max broke away, and let her lips trail down Chloe's chest and stomach, laying a quick kiss or lick every few centimetres. 

When she reached Chloe's abdomen, she looked up, and gave Chloe a passable imitation of the bedroom eyes Chloe had given her earlier. 

"Okay, now _that_ is fuckin' sexy." Chloe said, appearing to be highly impressed. 

Max did a little half-shrug thing, in a ' _who, me?'_ kind of way, but internally, her heart sung with joy at the praise. 

In response, Max shifted the rest of the way down Chloe's torso and - while making sure to maintain eye contact and stop herself from hesitating - ran her tongue through glistening wet flesh.

The first thing Max noticed was the taste: a mix of a heady musk and something uniquely Chloe that immediately overpowered her senses of smell and taste. It was … a little odd, but not unpleasant, Max decided.

The second thing was the low, hungry groan that escaped Chloe’s throat from that initial first touch of Max’s tongue. It activated something primal in Max’s brain: a want to please her lover, to lead her to every kind of ecstasy she could fathom. Max repeated the movement, wanting to hear Chloe groan again.

She did, this time letting it trail off into a breathy whisper that Max found utterly intoxicating.

Emboldened, Max pushed forward, opening her mouth and wrapping her lips around as much of Chloe’s vulva as she could take, as well as looping her arms around Chloe’s thighs in order to keep her in place. 

She got to work, moving her tongue up and down in wide, strong licks that almost immediately had Chloe’s abs clenching involuntarily. 

“Holy _shit!”_ Chloe let her head fall back onto the mattress, before bringing it up again and focusing intently on where Max was situated between her legs. “Are you sure you’ve never - _hnn_ \- done this before, ‘cos - _wow!”_

Max chose to respond non-verbally. Instead, she ran her tongue around Chloe’s entrance. Chloe would have bucked her hips, but Max’s surprisingly strong grip on her thighs prevented her from doing so. Instead, her stomach muscles clenched again, providing Max with both a meal _and_ a show. 

“I think dear Max might just have discovered a latent talent for eating pussy.” Rachel nonchalantly remarked, although from the way her eyes were glued to what Max was doing to Chloe, she was feeling anything _but_ nonchalant. 

"A-agreed." Chloe gasped. 

Smiling internally to herself, Max doubled her efforts, and in no time at all had Chloe enthusiastically voicing her approval. 

"Fuck!" She exclaimed as Max pushed her tongue inside as deep as she could. “You’re so fucking good, Max!”

If Chloe was planning on saying anything else, it was cut off by Rachel leaning over and shoving her tongue into her mouth, and roughly palming a breast in her hand - the one with the pierced nipple, naturally.

Chloe whined, and leaned into Rachel’s ferocious kiss, gasping at the dual assault of Max’s tongue and Rachel’s fingers mercilessly teasing her nipple.

“You gonna come?” Rachel asked, her voice still full of the smug, teasing confidence that only she could pull off.

“I’m … getting … there!” Chloe forced out through now-gritted teeth.

Upon hearing her, and judging from the way Chloe’s hips and thighs were already shuddering in intense bursts, Max instinctively withdrew her tongue, and instead moved up to Chloe’s clit. 

The first lick made her shriek. The second had her rolling her hips so hard Max couldn’t keep hold of her any longer.

Max was so ensconced in following every little noise, twitch and muscle contraction Chloe was making that she didn’t notice Rachel had, at some point in the last minute or so, moved from Chloe’s side to behind the photographer. Her first clue, in fact, was when she felt Rachel’s hands grab her butt.

“Ass up.” She heard Rachel command. Max obeyed, shifting her weight onto her knees - now folded under herself - and lifted her butt into the air. She felt the mattress shift behind her, and with a jolt of realisation, figured out Rachel was kneeling behind her. 

“Now that’s one hell of a sight.” Rachel breathed, staring down at Max, bent over in front of the model. 

Without wasting any time, Rachel reached down and ran two fingers through Max’s sex, collecting some of the still-abundant moisture there.

“Can I?” Max heard Rachel ask. 

As difficult as it was to nod her head while going down on an increasingly buck-wild Chloe, Max somehow managed it.

“Thank you.” Rachel said, sounding like she honestly meant it. Then, she pushed two fingers gently but firmly inside.

Max gasped, causing Chloe to buck her hips again due to the sudden air pressure on her clit. Taking two of Rachel’s fingers felt good, but still caused a stretch she wasn’t quite used to; she was only used to her own fingers, and 

But then Rachel started thrusting, and the stretch swiftly turned itself into exactly the right amount of friction. Max moaned, loudly (Chloe jumped again from the vibrations caused) and pushed back against Rachel’s hand, demanding more. 

Rachel was only too happy to accommodate her. She assumed a steady pace, thrusting her fingers into Max until - in no time at all - she was a gasping, sodden mess, whose capacity for coherent thought was swiftly descending into soup.

Thankfully, a loud cry yanked Max’s attention back to Chloe. She looked up to find her lover sporting a pained expression: a desperate grimace through gritted teeth. She was close, oh-so close, and Max would be damned if Rachel was going to get her off before she could finish Chloe.

With newfound determination, Max assaulted Chloe’s clit with a barrage of fast, light licks. Chloe cried out again, and gripped Max’s hair, holding the hipster in place - not that she needed to, there wasn’t a single reality where Max would have wanted to stop. Spurred on by Chloe’s response, Max unlooped one of her hands from its position around a trembling thigh, and teasingly pushed a finger inside Chloe, in much the same way Rachel had done to her a couple of minutes ago. Once she was inside Chloe, Max curled her finger upwards, and stroked the inner walls there as skillfully as she could.

It proved to be Chloe’s undoing. She yelped, bucked her hips hard enough to squish Max’s nose, and with a gush of liquid, came explosively. 

“Max!” Chloe screamed.

Hearing Chloe cry out her name like that was all the permission Max needed. She surrendered herself to Rachel’s deft touch and let her third orgasm wash over her. It was gentler than the second, but even so, Max arched her back and pressed back into Rachel’s fingers, feeling herself tighten around them several times before the pulses eventually faded as her orgasm slowly wound down. 

Rachel made a satisfied noise, pulled out of Max, and moved over to the side so she could kneel down next to the both of them. She placed one hand on Chloe’s chest and the other on Max’s back, coaxing both women through the afterglow with gentle, loving touches as two sets of breathing gradually slowed, and hot, sweaty skin cooled.

“That. Was amazing.” Rachel said after a few minutes.

“Agreed.” Max opened one eye and cracked a lazy smile at her girlfriend. “Wowser.”

“What … she … said.” Chloe said, not without considerable effort, appearing to be a fair way behind Max in the recovery process.

With an effort, Max moved up the bed in order to lie down next to Chloe. Rachel mirrored her, and together the two of them sandwiched a still-panting Chloe between them.

“So, how was that for a first time?” Rachel asked Max, sly smirk in full force.

“I … I don’t even have the words.” Max said after taking a few seconds to consider. “It was just so…”

“Yeah, it was.” Chloe said. “You were incredible, Max. You _both_ were.” She reached out with both arms, grabbing one of Max’s breasts with one hand, and one of Rachel’s with the other.

“I’m a hella lucky gal.” She whispered gleefully, and gave them both a squeeze.

Rachel rolled her eyes and swatted Chloe’s hand away. “At least she got the sentiment right.” She said to Max. “But we’re _all_ lucky here. In so many different ways. I’m lucky I found Chloe, and she’s lucky to have had you as a friend for all these years. And I’m hella lucky all this shit worked out.” She added.

Max beamed and leaned over to kiss her, and then Chloe. “So what now?”

“Well... “ Rachel stretched out the moment, both literally and figuratively, winking at Max and Chloe as two sets of eyes roamed across her body. “I’m pretty sure I could go for round two … after a small break, of course.”

“Might need more than that.” Chloe yawned. “I’m hella fucking tired, dude.”

“Me too.” Max snuggled closer to Chloe. “Long day.”

“Fair.” Rachel shrugged. She threw a duvet over the three of them, basking in the body heat of the two other women and enveloping herself with them in a tangle of limbs.

For a long minute, no one said anything. Then, before anyone could say anything, Chloe let out a snore.

Max and Rachel were both forced to stifle a fit of giggles, in case they woke Chloe up far too soon.

“Ssh!” Max grinned, which Rachel returned. The model nodded, and placed a finger over her lips.

Silence fell again, warm and comforting.

“This is nice.” Rachel quietly observed after a good few minutes of amiable companionship.

“Yeah.” Max smiled at Rachel, then at Chloe, who slept on peacefully. 

“It is.”

**Notes for the Chapter:**

> Alright, first things first: yes, I took forever getting this chapter out (a hair under 3 months to be precise). Honestly, there's a multitude of reasons. I moved country and had to deal with *so* much bullshit that would bore you to tears, plus having to deal with 2020 being one hella clusterfuck of a shit year. As such, I ran into probably the worst writer's block I've had in ages. We're talking, like, zero motivation to write. I think I actively resented the thought of writing at points, too. Not fun, especially when you know there's people out there who are patiently waiting.
> 
> But anyway. Sorry for taking so long to get this final chapter out. I really do hope it's worth it. Even with all the stuff I just talked about, I'm proud of how this has turned out, and I hope you all enjoyed reading it. 
> 
> As ever, leave a comment if you have any feedback, positive or negative. I do try to reply to all of them. Otherwise, see you all next time.


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